Gwen Tennyson, All Grown Up
by LuisJM
Summary: Gwen thought that she wasn't powerful enough to help Ben. But when she cast a spell that could make her more powerful then before, she got some unexpected results. Takes place before Alien Force. Rated Teen just to be safe. COMPLETE!
1. Slip Up

**This is LuisJM, back again with another story for FanFiction. Now I know that I'm a little busy on getting my other two stories updated and a lot of other stuff, but with summer vacation here for me, I might be able to have time getting them ready. So I decided to whip up another story I have in my head. It's called _"Gwen Tennyson, All Grown Up"_ and it takes place before the whole Ben 10: Alien Force and the last episode of the Ben 10 series. In this series, Gwen thinks she is not as powerful in casting spells after a recent battle, so she goes back to her spell book to find an alternative. When she discovered a spell that could make her powers stronger then before, she didn't hesitate and finds the necessary ingredients needed to create the spell. When she casts it, the results aren't as she expected. Now with her body a complete adult and her powers out of control, she, Ben, and Grandpa Max must find a way to reverse the effect and get herself back to normal. Will she be able to get back to her old self, or will she be stuck the way she is now forever? You have to read to find out.**

**Chapter Notes**

**Not only that this is a Ben 10 fic, but it is also an Age Progression story, or AP for people that understand transformation gibberish. You see, I'm doing some transformation stories and post them on other sites that involve transformation. So it's quite possible that I would put this story in one of the sites. If anyone wants to see the TF stories I made, then go to AR Archives and Choose Your Own Change and search for my author name. You're going to love it.**

**Disclaimer: I don't own Ben 10**

**Enjoy…**

* * *

Gwen Tennyson, All Grown Up

Chapter One: Slip Up

It was a nice peaceful day in Louisville, Kentucky. The sun was shining, the birds were chirping, and everyone was doing their own type of business. But at Fort Knox, it's a whole different story. Sure everything looks peaceful enough, of course that was until there was a huge explosion coming from the inside.

* * *

Deep within the building that was loaded with tons and tons of gold bricks a fight was raging on. There were explosions appearing left and right while golden bricks flew all over the place. Coming out of the stacks of bricks, a huge figure flew and crashed right into the wall. Once the crash started, the figure landed on the floor and shook off from the feeling. By the look of this being, it was completely made of green glass like stone with yellow eyes and a black and white suit with a circular symbol of an hourglass. This being if of course one of the alien heroes named Diamond Head. But the truth is that this being is really Ben Tennyson who uses a strange watch called the Omitrix that can turn him into any alien he chooses. Shaking the cobwebs out of his head, Diamond Head got up and was getting sick of being thrown around.

Diamond Head: "Oh man… Does this one ever give up?"

Suddenly, there was another huge explosion in front of him and another figure jumped out of it and landed right in front of the diamond alien. Ben, or Diamond Head right now, got a good look at whom this person was. It was a female individual all covered with black alien tech armor from head to toe, and had red spiky hair on top of her head and dark brown eyes. Her biker name was Joey, but her villianess name is known as Rojo. Rojo looked at Diamond Head and smirked very evilly.

Rojo: "All right you little crystal punk. It's time for some major payback."

She lifted her arm up and revealed a small laser popping out of one of her compartments. But when she fired it, the small laser fired a huge blast at the alien hero. Diamond Head saw that and quickly defended itself by placing his hands on the ground and a crystal like wall grew up and out to protect himself from the blast. The laser blast hit the wall and deflected it from the crystallized alien and went straight up to the ceiling. Soon after the blast was over, Ben in his alien form jumped up high in the air and over the wall, turning one of his hands into a blade like arm. He rocketed down to his target and was about to strike, but Rojo jumped back and avoided the attack. As the smoke cleared, Diamond Head did a heroic pose on the ground and looked up at Rojo with a sly grin on his face.

Diamond Head: "Had enough yet?"

To that end, Rojo chuckled under her breath and answered his question.

Rojo: "Oh I'm just getting started."

That's when two blades came out of her armored hands and did a swift karate move before doing a stance of her own. Seeing that, Ben got up and turned his other hand into another blade performing his own stance. They both stood there, staring at each other for what appeared to be a long time. After that long of a wait, the two charged at each other and began their attack. Rojo started by a straight slash at his chest. But Diamond Head blocked it with both of its arms, hoping he wouldn't get pierced through the chest. Though his arms were badly cut, Ben's crystallize skin was pretty much impenetrable. So the flesh wounds he has now would heel up in no time. He then reacted faster by using his blade arms to slash the culprit. He slashes right and left just to see if he can slow her down. But Rojo avoided them all and strikes back with an attempted cut at the alien's head. Diamond Head's only option was to use both his blade arms to block the sudden strike and lifted it up his in the air. He held the energized weapon as hard as he could as the crook tried to bring her blade down to Ben's head. The alien thought he got it all under control. But when he noticed Rojo smirking at him very devilishly, she lifted her free hand up and activated her laser, charging it up to full power. Once Diamond Head saw that, his yellow eyes grew wide in both surprise and fear, realizing he's now in real big trouble.

Diamond Head: "Uh oh…"

Within seconds, the blast came out of the laser gun and hit the crystal alien, sending him flying in the air and crashed right into a pillar that hold part of the ceiling. When he crashed right through it, Rojo approached the ruble and laughed manically to herself.

Rojo: "How do you like that?!"

Just as she was about to enjoy her victory, the ground suddenly begins to shake and the rumble in front of her blew up. She jumps back in hoping to stay clear of the debris that was flying around her. When she got out of the way, she looked back at what was left at the debris and saw Diamond Head still alive. Though he was a little banged up and scratched up, he was still angry at that set up and turned his blade arms into a bunch of small spike like darts.

Diamond Head: "This fight's not over yet till I say it's over! Not by a long shot!"

He lifted his arms up and blast the darts at the renegade woman, but Rojo armed herself with an energy force field to deflect the crystal projectiles. She then pointed the laser at him and fired another shot.

* * *

Meanwhile, everyone form security guards to tourists were evacuating the building as fast as they could. Two of the tourists were young kids watching the battle from afar. They thought they would be safe from where they are, but they didn't know that the support beam Diamond Head crashed through was cracking the ceiling above them. When they see the dust falling around them, they look up and saw large amounts of debris falling towards them. They panicked and ducked their heads low, thinking that they could be goners. That was when they heard a young female voice that saved their lives.

Gwen: _**"Vortexia Lifsa!"**_

Suddenly a wind of a tornado appeared over them and lifted the debris over their heads. The two kids looked up and wondered how the rocks were floating. That's when they turned their heads to see a girl they never seen before. This person has short orangey hair with a blue clip that holds part of it. She was wearing a long sleeve light and dark blue shirt that goes down to her elbows and had a picture of a cat's face, a pair of white Capri pants that go down below her knees, and pair of white and blue feminine flip flops. But what made them shocked to see her was that her hands were glowing brightly blue and she was holding them like she was holding the debris in mid air. They didn't know the person that was saving them was Gwen Tennyson, Ben's cousin who knows karate and quite recently learning to do magic spells. The kids just stood there starring at this strange girl, not knowing what to do. They also didn't know that someone was right behind them, scooping them up and taking them to safety. When they were out of harms way, Gwen let her hands go, causing the pieces of debris to stop levitating and fall to the floor. The stranger got the two to a safe location and put them down. Once they were on the floor, they turned around and looked at the person that saved them. What they saw is an old stout man with gray and white hair, wearing a button Hawaiian shirt, dark blue pants, and brown boots. It was obvious that this person is of course Max Tennyson, former member of a group of alien protectors called the Plumbers and the grandfather of both Ben and Gwen. After saving the two boys, Max looked at them and told them to leave.

Grandpa Max: "Trust me when I say this. It's not going to be much safer if you two are standing there. Now move!!"

The two tourists nodded and immediately left the premises, getting to a safer place and reuniting with their parents. Knowing that the kids would be all right, Max look back at his niece to see how's she holding up. Turns out Gwen was using a blue shield to protect a wounded security guard from being crushed by pieces of twisted metal rocky slabs. When the mess is out of the way, she let go of the shield as her grandfather approaches the two and picks up the security guard. While he was doing that, Gwen was getting upset at what was happening.

Gwen: "All I wanted, just this once is to have a normal day with no crime, no danger, and no aliens. Is that too much to ask?"

Max looked at Gwen and tired to calm her down.

Grandpa Max: "Sorry Gwen. Guess we don't get what we always wanted. Looks like this is the last of them. We should get out before things get real hairy."

Max left the area carrying the unconscious guard over his shoulder. Gwen was about to follow her grandpa and leave the building. But suddenly, she heard a huge explosion followed by a loud crash from behind. So she turned around to see what was that about. That's when she saw her cousin, who was Diamond Head, being pushed through the flames and into the wall by Rojo. Seeing Ben in deep trouble, she rushed to him to see if she would help out.

Gwen: "Ben!!"

While she was running, her grandfather heard her scream and looked back to see her running to Ben's aid.

Grandpa Max: "Gwen, get back here!"

But before he could do something to stop her, more debris rain down in front of him. Being that it's too late to get her out, he decided to head out and calls for help. Back to Ben, he was having a really hard time trying to stop Rojo from stealing the gold in Fort Knox. Even in the form of Diamond Head, his outer shell couldn't last against her weapons. He was about to get up after the last impact, but Rojo grabbed him by the throat and lifted him up above the floor.

Rojo: "When I'm done with you, I'm going to use your diamond body to make me a lifetime supply of jewelry."

She armed herself with the blade in one of her arms and was about to slice and dice him up. But before she was about to do that, she heard a young voice of a very familiar girl.

Gwen: "Hold it right there missy!"

Rojo stopped what she was doing and turned her head to the right where the voice came from. What she saw was Ben's cousin, Gwen, in a battle ready pose and has her hands glowing bright blue. Diamond Head turned to see her and was a bit perplexed at her being here.

Diamond Head: "Gwen?"

Gwen: "Nobody's messes with my geekazoid cousin but me!"

Rojo stared at this strange girl and snickered at her threat.

Rojo: "So you think you can defeat me huh? Well then, ladies first."

She started out by pointing the laser cannon/blade at Ben's cousin and fired it at her. Gwen quickly rolled out of the way and fired a blue blast at the enemy. Rojo quickly got her red shield up in time to deflect the shot. Still holding Ben by the neck, she tossed him away to prepare for battle.

Rojo: "Is that the best can do?"

Gwen growled under her breath and started thinking of an alternative way in stopping her. She then looked to her right and saw a cart filled with gold brinks and came up with an idea. So she lifts her glowing blue hand up to the cart and started chanting some magic words.

Gwen: **_"Levitatious crisia throwa!"_**

Soon as she said it, that cart filled with bricks was covered in blue energy, lifted into the air, and flew straight at Rojo. Rojo saw it coming and immediately ducked and dodged the bricks while using the laser to destroy the cart that was heading towards her. She then used the laser to try to destroy the girl, but Gwen used her acrobatic skills to somersault backwards and avoid the blasts. When she reached to the wall behind her, she jumped up on the wall and uses all her strength to jump off the wall and gives a spinning roundhouse kick at a turned over table that was taken down moments ago. It flew directly at the criminal but Rojo armed her energy blade and started to slice through, making two ends pass in between her and crashed right into a wall. But she didn't come prepared for what would happen next. For after she cut the table, Gwen flew straight to her with a flying high thrust kick. Rojo felt that kick and was sent flying to the end of the wall, creating a crater on the impact. Gwen flipped back and landed on the ground with both hands and feet on the floor, looking up to see if this fight was over yet. Unfortunately, it isn't. To her surprise, Rojo just got out of the crater and felt a little dizzy from the previous attack. But she pointed the laser at Ben's cousin and opened fire at her. Gwen quickly crossed her arms together, thus creating a blue shield that would protect her from the blast. Though it successfully did that, both her and the shield started to fly and crashed right into a stack of gold bricks. Rojo looked at the pile of bricks that were on top of the girl and had a devilish smirk on her face.

Rojo: "Ha! Felt that? That's what you get when you mess with me!"

But before she was going to be proud of her victory, green diamond shards came out of nowhere and attack Rojo from her right side. She was caught off guard for the moment as the shards tried to pierce through her armor. Luckily she was able to activate her red shield and deflect the rest. When she looked at what attacked her, she couldn't believe what she was seeing. Standing in front of her was Ben A.K.A. Diamond Head, fully recovered and was extremely ticked at what happened to his cousin.

Diamond Head: "No one, and I mean no one, hurts Gwen!!"

Immediately, he raised his hands up in the air and threw down on the ground. At the same time he was doing that, large spike like green spears came out of the ground and made a straight line straight to the criminal. It caught Rojo off by surprise as the spikes pushed her off the ground and sent her up in the air. On instinct, Rojo activated her grappler arm and fired a hook with a sting attached to it at one of the catwalks. Once it latched on to the support bars, she retracted it back and flew down to the catwalk, landing on her feet. When she got up, she looked down at the alien and shook her head to herself.

Rojo: "When are you going to learn Solid Face? No one beats me. Not even you!!"

She armed her laser and pointed it at the diamond alien, firing it straight at him. But Ben ran and rolled out of the laser's path from behind. He even swift his way his way through the fire power, in case the laser gets too close to him. He immediately hid behind a pillar as the laser hit the pillar and tried to break through it. Immediately Ben armed himself by forming one of his hands into a spike machine gun and told the crook something.

Diamond Head: "The name is Diamond Head!"

Quickly, he jumped out of his hiding place and fired his crystal machine gun, targeting the steel ropes that hold the catwalk together. The many green spikes flew to those targets and lucky ones hit the ropes. The ropes then snapped and the part of the catwalk that Rojo was on fell to the floor. She quickly fired her grappling hook again and the hook reached the top of the ceiling. Once the hook grabbed the ceiling, she got off the catwalk and flew down to the crystallize alien. She used her other hand to arm the red blade attack the alien. Ben lifted both his hands and blocked the blade with his out shell. Rojo pushed him with her blade and landed on the floor while Diamond Head skidded away from the dangerous felon. When he made a complete stop, he took a peak and saw Rojo heading straight towards him, only this time she has two blades attached to her arms. She started swinging the blades all around in order to slice and dice him up to nothing. Though Diamond Head was able to block them all with his crystallize arms, it would only be a matter of time before his end will come. As Rojo was doing the cutting while Ben was blocking, the crystal alien backed up to get some room and thinks of a plan. But Rojo walked forward in order to get closer to cutting him to pieces. At this time, Ben was now running low on options and has no idea what to do next. But he didn't know was that he almost forgot about someone else. Back at the pile of gold bricks, there was a lot of shaking as the bricks started to rumble and stir. That's when a huge explosion burst out of the gold bricks and scattered them all over the place. When the smoke cleared, it was obvious that out of the mess was Gwen herself. At first, both Rojo and Diamond Head thought she was a goner. But what they didn't know was that when the enemy's laser hit Gwen's shield, she concentrated long enough to form a blue egg like barrier around her seconds before she crashed through a stack of golden bricks. When she was buried underneath it all, she charged up her powers to insert all the energy into the egg shield. That's when the egg exploded and sent the flying bricks every which way. As she got out of the mess and took a deep breath after conjuring up all the energy within herself.

Gwen: "All right, mental note never use a shield against a high powered laser cannon."

She then looked around, wondering where she was. That's when she noticed she still was in Fort Knox. Not only that, but she saw both Diamond Head and Rojo slugging each other off, and it looks like the enemy was winning. Rojo bolted Ben to the wall and was using a test of strength to defeat the alien. Diamond Head was using his strength to fight back, but he wouldn't stand a chance against the criminal's blades, trying to pierce through his skin. Gwen was shocked at what is happening and tried to figure out a way to save her cousin. She looked up and saw a few loose wires dangling over the two's heads. That was when Gwen came up with a real good plan. Back to Ben and Rojo, they were still at it with the test of strength, with Rojo about to win. She smiled wickedly and was pleased at her success.

Rojo: "Too bad for you punk. You're never going to defeat me! You or anyone else."

That was when she heard Gwen's voice once more.

Gwen: "Oh yeah? _Tangula, Strangula!_"

Suddenly, the loose wires came to life and rain down on the evil woman. It then wrapped around Rojo and lifted her up in the air, tightening her so that she won't get away. As she struggled to get out of the wires, Diamond Head was relived at the fact that he was saved by his own cousin. He looked to his left and saw Gwen heading towards him, hoping that he's okay.

Gwen: "Ben, are you all right.

Diamond Head looked both his arms and twisted his wrists around, to see if they were in good condition. Though his arms were a little scratched and cut off, they were still intact and he was all right. He looked at her cousin and smiled a little.

Diamond Head: "Yeah, I'm fine. A little banged up, but I'll be cool. Thanks for the help Gwen."

Gwen smiled too as she shrugged her shoulders a little.

Gwen: "Hey, don't mention it. Just making sure you don't get into trouble. Now c'mon, let's get out of here before this entire building starts falling."

Diamond Head nodded as the two ran to the closest exit they could find. But while they were finding one, Rojo was still struggling on the fact that she was still tied up by the lively wires that was tying her up. After much effort, she finally used her blade to cut the wires up and launched a grappling hook to attach it to the pillar beam that holds the ceiling up. She then got out of the wire mess and, she swung down to the two with a blade up high in the air, and was about to attack the two with a rebel yell.

Rojo: **"DIE!!"**

Both Diamond Head and Gwen heard the scream and turned around to see Rojo heading towards them, ready to cut them all up. Gwen was surprised by all this and was about to chant another spell. But before she was able to do that, Ben blocked the way and gave Rojo a straight diamond punch at her sternum, sending her rocketing towards the end of a wall and smashed right through it. The crystallize alien smirked and thought that was all taken care of. But what he and Gwen didn't know was that while Rojo was flying to the wall, the grappling hook that was attached to the pillar detached itself from its foundation and destroyed it. Soon as that happened, the pillar started to crumble and the ceiling begins to crack. As it started to break, Ben reflexes his punched hand and shook his head a little.

Diamond Head: "Well, that was easy. C'mon Gwen, let's get out of here."

Gwen cocked an eyebrow, felt like she was a little left off on the final blow. But at least she was glad her cousin saved her. But before she was able to thank him, she saw pieces of dust and little debris raining around her. She looked up and discovered that the pillar above them is tearing apart, while the ceiling was on the verge of breaking down. Immediately she reacted to that and pointed up.

Gwen: "Ben, we have a problem."

Diamond Head looked up and noticed both the pillar and ceiling beginning to wear and tear.

Diamond Head: "Don't worry, I'll take care of this."

He was about to create a huge crystal slab to protect himself and his cousin from the falling debris. But before he would be able to do that, his hourglass symbol started flashing red and an occurring beeping started. Looking down at the symbol, he knew what that meant. That's when a red light engulfing him, blinding both him and Gwen for the moment. Once the red light faded, Gwen, who covered herself after the flash, looked back to see the results. What she saw was that Ben was back to his old human self. He had messy brown hair and a pair of green eyes just like Gwen, only it was a little darker. He was wearing a white T-shirt with a black strip down the middle, dark beige cargo pants, and a pair of white and black sneakers. Strapped to his wrist is a bulky black watch with the same hourglass symbol and four white tubes around it. It was apparent that the watch was in fact the Omitrix, a device capable of turning the person who obtains it into any alien he or she chooses. Back to the story, Gwen rolled his eyes around and desperately sighed.

Gwen: "You were saying?"

Ben looked at himself and was completely upset by all of this.

Ben: "Oh man! Not now!!"

Suddenly, the pillar started to fall the same time the ceiling break down, heading straight down towards the two cousins. With Ben all aliened out, Gwen decided to save both her and her cousin before things get worse.

Gwen: "Hold on to me tight."

Ben looked at his cousin and was a little confused at what she was doing this time.

Ben: "What?"

Gwen turned her head back and demanded him to follow her orders.

Gwen: "Just trust me! Now do it!"

Ben looked up at the falling debris coming towards them and realized he doesn't have much of a choice. So he approached his cousin and wrapped his arm around her waist. Soon Gwen started to pronounce another magic spell she learned a week ago. It was a teleportation spell that could take her anywhere she pictures. All she needs to do is to concentrate on the very location she needs to be and start chanting the magic words.

Gwen: _"Transportus Viorga!"_

As soon as she said those words, a blue light engulfed the two and they disappear in the flash, seconds before the rubble crashed down on the very spot they were on.

* * *

Outside of Fort Knox, rescue teams, fire departments, and police officers were at the scene, rescuing civilians and keeping order in the area, while news crews describe on the situation for national television. But while everyone was doing their business, they didn't know what was happening far from them. Outside the electric fence of Fort Knox, where no won't go through without being electrocuted, a bright blue light hovered above the ground. That's when both Gwen and Ben appeared out of thin air, out of the Fort and away from any danger. Unfortunately, Gwen didn't count on the fact of whether she would be on the ground or not. Soon as they appeared, the two fall to the grassy ground and landed in a loud thud. After feeling that type of an impact, the two got up and felt completely soar just about everywhere. After they rubbed the pain away, Ben looked at his cousin and had a sour look on his face.

Ben: "Smooth move Gwen… Next time you want to teleport us, make sure it's on the ground and not in the air."

Gwen turned to see Ben and wasn't aware they were in the air. She thought they would teleport on the ground, but she was wrong. So she decided that it's best to apologize to Ben about what happened.

Gwen: "Sorry Ben. I didn't know we were going to be in the air in the first place. This is the first time I was able to do that spell, so I thought I had it right."

Ben: "Yeah? Well try to perfect your powers next time you cast that. I don't know who's dangerous, all the aliens and criminals I face, or a nimrod of a cousin that has no idea about how to use her powers correct!?"

That last statement made Gwen gasp in surprise, not expecting Ben to be this serious. Shortly after, an old RV with a number of satellites in the back appeared on the road not far from them. Inside the RV the window rolled down as the two looked at the vehicle and saw their grandpa in the steering wheel, waiting for them.

Grandpa Max: "Good, you two were able to get out in one piece. I was worried that something bad might happen to you. Now get in. Who knows if the authorities come here and investigate what just happened."

Ben was glad that he can now finally relax after the whole ordeal and walked straight to the RV.

Ben: "Finally, a chance to kick back. I can so need a shower after when I get in. I'm covered in both dirt, and Gwen's cooties."

As he was heading to the RV, Gwen stayed behind, still a little shocked at what Ben said. Lowering her head, she wondered to herself what he meant by being more dangerous. Then it hit her.

Gwen: 'Is Ben right? Am I that weak, or that I couldn't control my powers?'

Before she would figure out the answer, he heard Ben's voice coming from the distance.

Ben: "Hey Gwen, you coming?"

She looked up and saw Ben at the entrance to the RV, waiting for her to come in. Knowing that he was now a little concern about her cousin in a dramatic pause, she decided to join him.

Gwen: "Coming!"

She quickly catches up with him, wanting to get some rest of her own. But before she would do that, she's going to do some reading on a book she's very familiar with.

* * *

**And that's where the theme music starts. So there you have it, the first chapter of _"Gwen Tennyson, All Grown Up"_. Not bad for a first chapter. Just wait until you see the next chapter. While Gwen looks through the spell book, she discovered a spell that can help her with her powers. Please Review.**


	2. The Amplification Spell

**Yelp, been a few weeks, but I can now update this chapter. I gotta say, this chapter was shorter then I the others. And believe me, all the chapters I did took months. But with these chapters, I might be able to finish it in a few months or so. Let's see how this would affect my real life. Let us start off with the news from the first chapter. So far, I got two reviewers saying that I'm doing a not so bad job and wanted me to continue and the hit counter is up to 249. I got to admit that this story is looking really, really good. Let's hope I keep on continuing or I might be running out of ideas. Here comes the second chapter of Gwen Tennyson, All Grown Up. After the battle at Fort Knox, Gwen searches in her spell book something that could make her powers stronger. When she discovered a certain spell that could make her more powerful then she is, will it be what she expects, or something else?**

**Disclaimer: I don't own Ben 10**

* * *

Chapter Two: The Amplification Spell

It was dark outside a national park, miles away from Fort Knox. At a trailer park camping area, Max Tennyson's Rustbucket was sitting peacefully in a vacant spot, not letting everyone know what's going on in the inside. In the RV, both Ben and his grandpa were doing their own thing. Max was working on the latest in Plumber tech while Ben was watching something on the TV. What's on the TV was a news broadcast discussing about what happened at Fort Knox today.

_News Anchorman: "In other news today, Fort Knox was attacked by a dangerous woman who goes by the name of Rojo. From what we could tell is that she was going to steal all the gold in the building and is willing to steal it no matter what the cost. But thanks to this alien hero who is called Diamond Head, Fort Knox is safe and this criminal's behind bars."_

There was a video feed from a security camera showing both Rojo and Diamond Head fighting each other within the building. When Ben saw it, he turned his head to see his grandfather and told him to come.

Ben: "Hey Grandpa, come over here and see this! I'm on TV!"

But Max was a little busy working on his latest weapon, that he didn't have time watching some television.

Grandpa Max: "Not now Ben. I'm in the middle of something right now. Maybe later."

Ben shrugged his shoulders and rolled his eyes around, sighing at his gramp's decision.

Ben: "All right, whatever you say Grandpa. But you're going to miss out on the good stuff."

The boy looks back at the TV and watched on as the anchorman continued talking about the incident.

_Anchorman: "Though the damage was extensive, it will be repaired and the building will be as good as new in the later weeks. But what makes this report interesting was that this Diamond Head had some help defeating Rojo. According to reports from eyewitnesses is that a girl around ten with orange hair and green eyes help the alien hero with from what we could tell, magical powers."_

The video feed showed the same fight; only this time someone else was fighting Rojo instead. Though the image was a little fuzzy, Ben could get a good view on who this person is by the way she dresses and moves. His eyes suddenly grew wide and realized whom this girl is.

Ben: "Gwen?"

_News Anchorman: "Eyewitnesses said that this girl managed to save people and help the alien stop the crook from taking all the gold in Fort Knox. Two of the victims that were saved had this to say."_

The TV then showed the two kids Gwen saved at Knox and they appeared to be happy at the rescue.

_Kid 1: "So we were watching the battle in Fort Knox and a huge pile of debris was coming down at us. At first, we thought we were goners, but that was when the unexpected happens."_

_Kid 2: "Yeah. This strange girl formed some kind of tornado out of her hands and stopped those rocks from falling on top of us. She was like some kind of magician of this generation or something."_

The first kid looked at the other and wanted to make something clear to him.

_Kid 1: "A magician. She wasn't no magician, she was a hero!"_

Ben was completely surprised at what he had seen and heard. He then thought that Gwen should see this for herself so he yelled out loud to make sure she hears it.

Ben: "Hey Gwen! You gotta come here and see this! You're on TV!"

He waited for his cousin to respond, probably in the not so nicest of ways. But for some strange reason, there was no response what so ever. Not even a peep. So he called her out yet again.

Ben: "Hello?! Gwen?! Are you there? Don't even think about giving me the silent treatment again."

He still waited for Gwen to say something, but still nothing. After this much waiting, he turned his head back to his gramps and wanted to know about his cousin.

Ben: "Yo Grandpa, do you know where's Gwen at?"

Without even looking at his grandson, Max answered Ben's question while working on his weapon.

Grandpa Max: "Your cousin said that she wanted some time by herself. To get some fresh air. Though it's kind of strange she's taking much longer then normally. I think I saw her at the picnicking area a couple of trucks down reading."

After hearing all that, Ben got off the dining room chair and headed to the door to exit.

Ben: "Thanks Grandpa."

He opened the door and left the RV to find his cousin. While he was searching, Max was putting the finishing touches on his latest weapon. He put away the tools and looks at the latest plasma disintegrating rifle, picking it up and holding it like it was battle ready.

Grandpa Max: "Hmm… Not bad for a day's work."

But he didn't expect himself pulling the trigger on the gun as a big green energy beam came out of the hole and hit the passenger seat at the front of the RV. When the beam hit the seat, the top section got disintegrated to nothing but a melted mess. Looking at the now destroy seat, he look down at his invention and sighed miserably.

Grandpa Max: "But it looks like we need a few bugs to work out."

* * *

Outside of the Rustbucket, Ben was passing through one trailer park after the next searching for Gwen.

Ben: "Gwen! Gwen, where are you?"

He continued searching, only to find nothing but families having a real good time. He then stopped in the center of the trailer park parking area and was about had it with the whole search.

Ben: "Jeeze, where could that girl get to?"

He pondered about that for a minute or two, until he remembered his grandfather saying that she could be at the picnic area reading. So he decided to head down there and check it out himself. He walked past the RV parking center and entered the picnic area where people would eat and hangout. After looking around the place, Benjamin spotted a familiar person that had short orange hair. The person was of course his cousin, Gwen.

Ben: "There she is."

He walked straight to the picnic table where Gwen was sitting and sat next to him. When he did that, Gwen took a quick peek to see Ben and look back at her book she was reading.

Gwen: "What do you want?"

Ben: "Nothing, I was just looking for you. You haven't come back to the trailer ever since we've parked. What are you reading anyways?"

Ben took a quick peek to see what his cousin was reading. What he saw was pages of bizarre languages in English words and pictures of mythology and stuff like that. That's when he noticed that this book was in fact Gwen's book of spell. He immediately looks back at her and had his eyes wide in shock.

Ben: "You're reading your spell book? In public? Out in the open!? People will see that book if they get too close to you. Are you even aware of what you're doing?"

Gwen looked at her cousin and had a really stern look on her face.

Gwen: "Of course I know what I'm doing dofus. Besides, no one is around here tonight and it will give me some time to myself. Not only that, but if people saw me reading this, they would think I'm just reading some mythology or something."

She went back to her reading, looking at each and every spell she could do. There was very little silence all around the picnic area until Ben wondered what she was really doing. So he asked her another question.

Ben: "So, what are you doing anyways?"

Ben's cousin stopped reading and banged her fists on the table, asking herself why he's still there. She then looked a Ben once more and answered his annoying question.

Gwen: "Isn't it obvious dweed? I'm looking for a spell that could make me more powerful."

Hearing that made Ben's eyes open really wide, quite surprised of what Gwen just said.

Ben: "More powerful? Is that the reason why you haven't return to the RV yet? Because you want to become much more powerful then before?"

She put her nose back to her book and continued on reading while at the same time answering his many questions.

Gwen: "Yeah, you could say that."

Ben: "Why do you want to be powerful anyways? I mean, you mysteriously have magic within you and the spell book you took from Charmcaster is helping you learn a lot about yourself. What more do you want to know?"

That's when Gwen couldn't take it anymore and immediately stood up and stare down at the dewfus of a cousin, pointing to her book and screamed out loud to him.

Gwen: "Don't you get it, do ya? I know that I have some kind of magical aurora inside me and this spell book is helping me improve. But after what happened back at Fort Knox, after fighting Rojo, I come to realize that I wasn't really powerful enough. Not only that, but you yelled at me for what happened after the fight. Maybe… Maybe I'm not that strong as I use to be."

She sat back down and lowered her head and started to shake it, knowing she won't be as good as her cousin. Ben listened in on what she was trying to say as he noticed Gwen shedding a tear. Ben knew he was upset at Gwen for screwing up one of her spells, but she didn't have to take it personal. And from what he heard, he felt incredibly sorry for what he did. So he decided to make it all up and make Gwen feel a little better. He first placed his hand on top of Gwen's shoulder and started to apologize.

Ben: "Look Gwen, about what happened today. I'm really sorry for yelling at you when you got us out of the building in time. You see, I wasn't trying to be mean to you in the first place. I just wanted you to learn a lesson that's all. Besides, you did a pretty good job out there, saving my life and all."

Gwen lifted her head up and looked at Ben in an odd expression, wiping the tear off her face.

Gwen: "You really mean it?"

Ben: "Of course I mean it. You have been a big help to me on all the adventures we've been through together. You always come up with ways into helping me with taking down baddies when my Omitrix shuts down. Whether it's your magic, your brains, or your fighting style, you always get me out of tough situations. Now I know you want to be as strong, powerful, and tough as me, but that wouldn't work. Sometimes being what you want to be would come with a price. But if you want to be as strong as ever, sometimes you just have to be yourself."

Gwen listened on to Ben's words and couldn't believe what he was saying. At first, she thought he was nothing but a complete dork but now he's acting like a grown adult.

Gwen: "Wow Ben… I never thought you would be this serious before."

Ben lowered his head down to see the alien watch he has wrapped around his wrist and smiled.

Ben: "What can I say? I guess since I have this Omitrix for so long I seem to have more of a responsibility with it then before. So I believe I learned about this by experience."

Suddenly, Gwen came up to him and gave him a deep hug for those words of advice. Ben didn't expect something like this to happen as she gripped tighter on her hug, thanking him for the advice.

Gwen: "That is the most sweetest thing you'd ever said to me! Thank you!"

Then unexpectedly, she kissed Ben right on the cheek. Ben immediately got off the picnic bench and back away from her, letting go of the hug and wiping the kiss of his cheek.

Ben: "Ek!! That's so gross!! You don't have to be too personal about it! I'm going back to the Rustbucket to take a really long shower. Gotta wipe the cootie stuff off my face. You should come back too since it's getting really late."

Gwen: "Sure, just give me minute."

Ben then left the picnic area and headed back to the RV to take a shower for real while Gwen sat there, watching him leave. She shook her head and snickered about the sudden reaction from the kiss she made to Ben. She believed it was kind of strange that her cousin went from being serious to extremely dorky.

Gwen: "Aw well… Boys will be boys as they say."

She went back to her book and was about to close it. But before she could do that, she noticed something about one of the pages. There was a spell that had ingredients, an incantation, and some kind of story. There was a title on top of the page that she had to read out loud.

Gwen: "The Amplification Spell?"

She looks down at the title to read the story about it.

Gwen: "The Amplification spell involves making the person or persons gifted with magic the power level to that of an adult magician. It requires both ingredients and a spell to make this ability work. Once the ingredients are in place and the spell is casted, he or she drinks the concoction that was created and his or her power will multiply ten fold."

Reading all of this, Gwen was completely in awe at this type of spell. That's when she knew this spell she saw is her only ticket of becoming more powerful. She smirked at the thought and wondered what would happen if she performs this incantation.

Gwen: "Hmm… Maybe this spell might work."

She quickly closes her book and headed back to the Rustbucket, thinking that she might conduct this spell tomorrow. What she didn't know was that she didn't read the little warning on the page, stating the consequences. By tomorrow, this spell she would perform will change her life.

* * *

**Thus finishes the second chapter of this story. Man, it's been a long time since I did a short chapter. The next one will be short too. Gwen conducts the spell while both Ben and Max are away. But when she finished with the spell, the results were a whole lot different then she expected. What's going to happen, you have to wait and see. Please Review.**


	3. Enchanting the Spell

**Well, here it is. After a few months this story has been updated. Sorry everyone for the long delay, things were a little hectic as of late. I had a two-week trip through Canada, helping out around the house and work, and the beginning of my fall semester in college. So by the way things are, this story would be on hold for quite some time. But rest assure, when I have the chance, I will update these chapters as soon as I could. Here's the news from the last chapter. As far as I know, I got a review from Cydra stating that the last chapter was pretty emotional and couldn't wait to what would happen next. And the hits just keep on coming with almost 200 hits on my counter, so I'm really pleased that everyone is into my Ben FanFic more then all the Teen Titans Fics I kept on writing on about. So ladies and gentlemen, without further a due, let us begin with chapter three of Gwen Tennyson, All Grown Up. While both Ben and Grandpa Max are away, Gwen went to work on conducting the spell that could make her more powerful. But when she finished it, the results aren't what she expected to be. What's going to happen? Read and find out for yourself.**

**Chapter Notes**

**Now on this chapter begins the transformation process. If you don't want to read this part, you can skip it if you want. Don't worry, there won't be any nudity involved but the process could be a tad disturbing. Just want to give you the heads up before you get started on reading.**

**Disclaimer: I don't own Ben 10**

* * *

Chapter Three: Enchanting the Spell

The next day, everything was completely quiet in the trailer park. But in the Rust bucket something was about to happen that will change all that. The door opened up and both Ben and his grandpa got out of the RV, while Gwen stood around the boarder door and watched them leave. Max then turned around and told her where they were going.

Grandpa Max: "Well, we're heading off to the supermarket to get some grub for our lunches. We'll be away for a bit so don't bother waiting up. Now are you sure you don't want to come with us? I could use a few extra hands to help me carry some bags."

Gwen knowing what she's going to do this morning lied to her grandfather and smiled.

Gwen: "Sorry grandpa, but I feel a little tired from the battle yesterday. You guys go ahead without me. I'll go take a little nap in the Rustbucket."

Max nodded about Gwen's decision but Ben thought she was acting a little suspicious. He wondered why would she want to spend time in the RV while they always go together either enjoying the sights, shopping around, and fighting off bad guys? It's not like she had something else better to do then all of that. Unless…

Grandpa Max: "Very well… We'll be back whenever we're done shopping. I'll call you if you need something from the market."

Gwen: "O.K. Grandpa. See ya."

The two left Gwen to take care of the Rustbucket while Ben was a still a little unsure what Gwen was up to. So he looked at his Grandfather and asked him something.

Ben: "Hey Grandpa, you think Gwen is acting kind of strange lately?"

Grandpa Max: "Now why are you saying something like that?"

Ben: "I don't know… It's just that she's acting differently then before. I mean ever since that incident back at Fort Knox she had been avoiding us for a while. I mean last night; she was at the picnic area reading her spell book in public view. I think she's trying to be more powerful."

Max looked at his grandson and was a bit confused with what he said.

Grandpa Max: "How could Gwen wants to be powerful when she knows that she has enough to spare?"

Ben: "Well, I think she's trying to be as good as me."

Ben's grandfather shook his head and chuckled to himself, thinking that was completely crazy.

Grandpa Max: "Just cause she wants to be as good as you, doesn't mean that she has to work hard. She needs to know is that her true power is within her heart."

Ben: "Well, that's some words of advice to get by but I don't think she would listen. You think we should force Gwen out of the Rustbucket before she does something completely stupid?"

Grandpa Max: "Naw… I don't think we need to interrupt her with such nonsense."

Ben: "But-"

Max was able to stop him from saying something before he would spit it all out.

Grandpa Max: "Now Ben, if she wants to go with us, she would of told us by now. But since she decided to stay in the RV and relax of a bit, that's okay with me. Besides, it's not like she's doing anything to extreme right?"

The two left the RV park and headed to the supermarket, which was a few blocks from where they are. What they didn't know was that Gwen was doing something else in the Rustbucket and it's not relaxing.

* * *

Inside the RV, Gwen wasn't doing anything that's restful. Instead, she was conjuring up some kind of potion. What she was really doing was setting ingredients up for the acceleration spell and found last night and was following the directions carefully. There was a pot filled with complete hot water on top of a stove and ingredients resting next to it, which of course was Grandpa's assortment of _'foods'_. Gwen was at the kitchen area, stirring the boiling water with one hand and reading her book of spells with the other.

Gwen: "Good thing Grandpa left all this here. I'm going to need them to create this potion. Let's hope I'm much of a good cook."

She stirred the boiled water a little bit and was ready to put the ingredients in. She turned her head to see the pile of animal parts and odd-looking herbs her grandfather always gathers. Starring at all these strange ingredients, Gwen shook her head and decided to do it anyways.

Gwen: "Okay… Let's begin."

She looked at the spell book to see what kind of ingredients she needs to create this potion that could increase her powers. Reading through the book, she now knows what she must do.

Gwen: "Let's see… Says here that I need to put in two lizard tails into the vat. That seems easy enough."

She turned her head back to the ingredients and began searching for the lizards' tails she needs. When she found them, she picked them up and put them into the pot of boiled water. She then went back to her spell book to see what's next.

Gwen: "All right, the book says that I now need to add some…"

When she read the last words, her eyes blinked a couple of times at what the spell wants.

Gwen: "Pig's tongue?"

She looks back at the ingredients and spotted the pig's tongue in the mess. Looking at that, she gulped and heavy lump and didn't know if to continue on with the spell or not. Finally, she musters up the courage and picked up the pig's tongue in pure disgust.

Gwen: "Oh well… Anything to be more powerful I guess."

She dumped the tongue into the pool of boiling water and moved on with the rest of the spell. For the course of three minutes, she was able to put whatever ingredients the book wants her to do. So far she added four pairs of chicken legs, liver of a goat, grounded teeth of a boar, and a mixture of herbs from various exotic locations of the earth. Soon enough the concoction she needed was almost complete. All she needed was one more ingredient before she could chant her spell. Gwen turned back to her book of spells to see what she needs to make this complete.

Gwen: "Just need one more ingredient and then I'm all done. Now then, let's see what I need."

She looks down at the last ingredient she needed to complete the first part of the spell. But while she was reading it, she notices something completely off. So she took a closer look and the last ingredient and was a bit confused by it.

Gwen: "That's odd… Says here that the last ingredient is a drop of blood from the person that's chanting the spell. What does that suppose to mean?"

She thought about it for a few seconds until she realize what it meant. Her reaction was her eyes growing wide in shock and her mouth agape.

Gwen: "No way… Does this spell wants me to put a drop of my blood into the pot?"

She look down at the pot filled with the ingredients for the potion and wondered what to do next. Indeed Gwen wants to be as powerful as Ben, but this has gotten a little too far. Her first thought was that she should abort this and forget about the whole spell. But her other thought is that she should get it over with and finish with the power she desperately needed. After giving all of this so much thought, she decided to complete the spell anyways. Gwen already made it this far with only all the remaining ingredients and on the verge of finishing, she wouldn't want to end it too soon. Besides, it's just one little drop of blood, what's the worse that could happen? She opened one of the kitchen dwares and took out a small knife. Looking at the knife, she took a silent gulp and felt a little quizzy.

Gwen: "Guess you could make a simple sacrifice to get what you want."

She starts to pierce her index finger with the knife and felt a little pain. But when the pain subsided, she placed her hand over the boiling pot as the blood slowly seeped through the wound. Soon enough, the blood detached itself from the finger and landed right in the pot filled with awkward ingredients. Once all that's done, Gwen bandage her cut finger and continued on with the spell.

Gwen: "Well, that took care of the first part of this spell, time to move on to the next phase."

She picked up the book and look at the spell she needed to make herself more powerful.

Gwen: "Now let's see… All I have to do now is chant this spell and the contents in the pot would turn into a drinkable potion. Then I need to drink this and I will be as powerful as my dofus cousin. How bad could that be?"

She opened the book and hold it tight with one hand while put her other hand over the boiling pot. Once she did that, her hand started to glow bright blue as she was beginning her chant.

Gwen: _**"Arvakea Tinu Slavaca. Expendacha Lukari Maluda. Yaka Va Sin Zopuda. Achi Rugari Mintozichara. Maki Tura Cizubala. Naturaly Wes Bestuzaka. Yerizkaz Quebocue Netzi. Accelerosa Aspi Kurosho!"**_

As soon as she finished with her last line, her glowing free hand zapped some blue energy at the pot and an eerie glow appeared from the bottom. Gwen waited to see what would happen next, not knowing what type of spell she was really chanting. After a few good seconds of waiting, a blue light exploded out of the pot and illuminates the entire Rust bucket. Blue light seeped through the windows of the RV and if people had a chance seeing it, they would call the police of some unusual activity going on in the RV. Gwen was completely blinded by the sudden explosion of light coming from the boiling pot. But when she had the chance of opening her eyes, she noticed that the blue light went dark and darker until it turned in a purplish color. As soon as the light exploded, it suddenly faded and everything went back to normal, leaving Gwen to open her eyes fully. When she did that, she took a look down at the pot and noticed there were no ingredients she put in, let alone the boiled water. What she saw was a strange purple liquid with hot steam emanating out of it. Starring at this new potion, she was completely stunned at what she saw.

Gwen: "Whoa… That was new…"

Letting that pass, she opened one of the cabinets and took out a plastic cup for her to drink at. She started to scoop the cup into the potion she created and realized it wasn't hot at all, just cool with the remaining steam coming up out of the pot. Once she was done scooping a batch out, Gwen looked at the potion she made and wonder if this could make her powers much stronger, or does something worse to her. Without getting a second thought, she took a deep breath and made her final decision.

Gwen: "No turning back now. Bottoms up."

She then drank the whole cup of the purple potion and chugged it down till there's nothing left. Once Gwen was done drinking, she licked her lips of the remaining potion and thought it tasted pretty good.

Gwen: "Hmm… This stuff didn't taste half bad. It almost taste like grape juice or something."

She enjoyed this potion so much, Gwen almost forgot if her powers were stronger then before. She was about to test her powers to see how strong she really is. But before she was able to do anything, her stomach started to feel a lot of pain. Soon enough, she was hunched over and felt her gut getting worse and worse.

Gwen: "Okay, maybe drinking that stuff was such a bad idea… I don't feel too good…"

Soon enough, hot flashes spread throughout her body and some dizziness in her head caused her to walk into the wall twice. Her vision was getting blurry as well as she was trying to picture where she was. As she was trying to walk, Gwen was slowly approaching the big bed in the back Grandpa Max sleeps in.

Gwen: "Argh… So dizzy… Don't know if I could hold on much longer…"

Soon as she reach the bed, legs started to feel wobbly and she immediately fall to the bed. When she fell face first onto the sheets, Gwen tossed and turned over to her back and tossed and turned from the total pain she's suffering. Finally when she was able to give up, Gwen passed out on the bed and went on a comatose state. When she was unconscious, something strange just happened. When she was out like a light, her body seems to be changing.

First thing that happened was that her arms and legs grew in length, making the bottom hems of her pants and sleeves to go from below her knees and elbow to right on top of them. The bottom hem of her shirt then started to rise up to reveal her stomach, then shortly after her belly button. Soon enough, muscle growth caught on with bone growth as her arms and legs gained mass and her hips expanded. Small mounds started to grow on her chest, straining the fabric of her kitty face logo. Her hands had gotten daintier as her fingers grew long and slender, followed by her nails that grew an inch high. At the same time, her face was loosing its childish look. Her skull structure was going from half round to oval, her nose was getting larger and flatter, the freckles on her face was fading rapidly and her lips grew wider and puffier. Her orangey hair, which she always cut short so it won't block her vision, grew out and cascaded down around her. But she didn't feel any of it; instead Gwen was still sleeping away from the pain that occurred after she drank the potion.

In a matter of minutes, her growth accelerated in an alarming rate. Her arms and legs had gotten longer and much toner then ever leaving them from being skinny and knobby to long and sexy. Her feet grew and doubled in size as her shoes couldn't take the pressure of her growing feet and exploded at the seems. Her hips gained some more weight to the sides as her rear began to inflate to match her hips, creating a sleek and flat hourglass around her waist. But her pants wouldn't hold up most of the assets as her button popped out, the zipper unzipping itself, and the leggings of her started to tear from the bottom hem and stopped mid calf. With part of her pants opened up on the top, it revealed her cotton underwear panties that showed a Hello Kitty logo and it seams to be stretching to the limit. The mounds on her chest grew into breasts as they went from A-cups to B-cups in less then a minute. The growth of her breasts made her shirt rip down the top middle of her neckline, revealing a bit of cleavage. At the same time, the sleeve of her shirt all the way up to her shoulders exploded due to the sudden mass and tone of her slender arms, exposing more skin then before. Gwen looks was now entering her mature stage as what's left of her childish features vanished without a trace. Her structure was now completely oval, her nose was long and completely thin, her lips swelled and became kissable as new sets of teeth grew out in the back of her gums, and freckles were long gone. Lastly, her hair grew completely wild as it spread all across the bedspread.

Within the coarse of ten minutes, the young girl that was use to be Gwen was long gone. Instead on the bed was a young woman that appeared to be around her twenties with tight clothes exposing most skin. What Gwen didn't realize was that this spell she cast wasn't something she expected. What she didn't know was that not only her powers grew, but also her body grows to match. So Gwen blossomed from a gawky adolescent girl on the verge of puberty to a young and beautiful woman.**

* * *

That ends a very interesting chapter 3. Now ladies and gentleman, you can understand why I rated this story T for teen just in case. And there would be more reasons on the next chapter. When Gwen wakes up to figure out what happened, she noticed something not right. What would her reaction be and what would Ben and Grandpa Max have to say about it. Please Review.**


	4. The Reaction

**Happy New Year everyone! It's the end of 2008 and the beginning of 2009. And I believe this chapter right here would be either the last chapter of the 08 or the first chapter of 09. Either way you put it, I was able to update it. Man I haven't updated this story in September. And with the college work I had to do, the work outside the home, and two stories for contests on a different site. I've been pretty busy as of late. But now I was able to update this bad boy and are ready to ring in the New Year. First of all, let me give you the report on my last chapter. So far, it was really amazing! I got four reviews and almost four hundred hits. I gotta admit, this was something completely unexpected. Never thought this story would be really popular. Thanks y'all for all the support. Now on to chapter four of GTAGU, that's Gwen Tennyson, All Grown Up for those of you who don't know short-term language. Gwen woke up from her spell and didn't know what happened. But when she looked at the mirror, she realized the damage she had done. What is she going to do, how will Ben and Grandpa Max react to this sudden change? Let's find out shall we?**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Four: The Reaction

_Gwen's POV_

_Oh my aching head… What happened? Last thing I remember was to drink the potion after chanting the spell to help boost my powers. Next thing I know is that I was feeling dizzy, and quizy, and completely sick. Did that spell try to kill me? No, that's impossible. I followed all the ingredients; chant the right words and anything. Where did I go completely wrong? Maybe it has to do with side effects. Yeah that's right. Like those little warnings about the drug commercials I've watched on TV. Well whatever happened, I just hope my powers are stronger then they were. Cause if it didn't, then I don't know what to do._

* * *

Normal POV

Gwen was unconscious for about half an hour and she didn't know what just happened. After a long rest, she finally stirred and slowly got up from her sudden sickness. She groaned a little and shook her head, completely dazed at what transpired.

Adult Gwen: "Oh man… That was bad… Who would've thought the potion I drank had quite a kick."

She cleared her throat a little, thinking something wasn't right. It sounds like her voice sounded a whole lot different then before. It almost sound like it was completely lower, like a few octaves lower. She brushed that aside and thought she got a cold, probably from the potion she drank. Soon after she felt better, she got up and thought of checking the spell again, see what she did wrong. But when she stood up, she notices something else completely different.

Gwen: "That's odd… The bedroom seems to be smaller then before."

When she didn't know was that her height increased incredibly. Her former height was suppose to be 4'5 feet, but with her sudden progression, Gwen was now over 5'5 feet. Thinking that she must be hallucinating due to the potions effect, she brushed it aside and left the bedroom of the RV. As she left the room, Gwen noticed another thing that's different. From what she could understand was that strands of her hair was blocking her vision. She brushed those strands aside and proceeded to the kitchen, without her knowing that her hair grew long before, causing the strands to cascade over her face. She was about approach the stove where the spell book and the pot filled with the potion she created is. But when she past of full-length mirror, Gwen stopped and noticed something wasn't right at all. She quickly walked back to the mirror to see what she thought she saw. What she was looking at completely shocked her.

Adult Gwen: "Oh my god…"

Staring in front of Gwen was some kind of complete stranger in the mirror. But this isn't any stranger; it was herself, at least her older self to be more precise. She appears to be twenty-years-old, a young mature adult and looks to be ready for her third year in college. She now knew that she grew a large amount of height and was tall enough to pass into a nightclub. Luckily, her clothes were able to cover her grown body, but it looks like her clothes are too tight and on the verge of bursting out. Her chest has a pair of tear drop shaped C-cup breasts that have stretched the cat logo of her shirt. There was a rip down the middle of her neckline and exposes the cleavage right down the top area. The bottom hem of her shirt was now up to the top area of her waist, completely exposing her entire stomach. Speaking of her waist, it was very adult like in any way possible. Her stomach was completely flat and could show off signs of abs while her hips were completely wide, showing off her curvy hourglass figure. Her arms were long a very tone with unique feminine muscles, but the sudden growth caused the sleeves of her shirt to explode, revealing more skin then normal. To top it all off, her hands were dainty and elegant with long, slender fingers and nails that grew two and a half inches long.

Gwen's pants felt incredibly tight so she look down to see the damage had been done. What she saw was truly bad. Due to her increasing hips, the zipper and button opened up to reveal her cotton panties, which were stretched to the limit. The bottom hem of her leggings was gone completely, making them look like some real short shorts. That got her to look and her fully exposed legs, which were long and very sexy at this point. She also noticed her shoes were gone, knowing that they were ripped to shreds and revealed her big yet shapely feet.

Last thing that Gwen took a real good look at was her face. She took a closer look at it and could tell that there wasn't an ounce of her old self anywhere. In fact, she almost looks like her mother when she was in college. Her structure was completely oval with high cheekbones and no baby fat what so ever. Her nose was long and thin and below it, her lips were puffy and sultry. There were no signs of freckles on her forehead or at the bridge of her nose. Though she always covers that stuff up with some make up, it was all gone when the sweat from her pain washed all the make up off. And last but certainly not least, her orange hair she always had cut short grew all the way down to her lower back. Gwen couldn't believe what she was seeing. Starring right in the mirror is herself, only much older and so much mature. She placed her hands on her face and had an O shaped mouth, completely shocked at what she's witnessing.

Adult Gwen: "Is this really me? No, no it can't be. There's no way I grew up so fast. Maybe I must be dreaming all of this or something."

She started to pinch one of her cheeks with her delicate fingernails to see if she really was dreaming. When she did that, she felt a sharp and yelped be reaction. But soon after she did that, she didn't wake up or anything. Instead, she was still looking at her adulterated self in the full-length mirror. That's when she now knows that she wasn't dreaming at all.

Adult Gwen: "Okay… So I'm not dreaming. But still…"

She moved her hands up and down her newly adult body, still shocked at the sight of it.

Adult Gwen: "I can't believe it's so real…"

She continued to scan her body, until she reached her newly grown breasts. After a simple touch and squeeze, she felt something different, something she never felt before. What she didn't know was that her hormones grew along with her body, making her feel like a woman.

Adult Gwen: "Whoa… That was new."

She squeezed them a couple of times and they felt pretty good. But she soon realized the situation she's in and stopped doing it before she got a little too far. She took a closer look at what had happened to her and still couldn't believe it.

Adult Gwen: "Okay Gwen, let's calm down. You now have the body of an adult and a mind of a kid."

She then noticed that she was saying this out loud and placed her hands over her mouth, realizing it.

Adult Gwen: "Great… Now I'm talking to myself like I'm an insane person. But how did all this happened."

Gwen started to piece all of this together, trying to see how her body grown up in the first place. She remembers screwing up back at Fort Knox and thought she wasn't as powerful as she expects it. She went to her spell book later that night to find a spell that could make her powers stronger. That's when she found an acceleration spell that will make her powers much stronger then before. She gathered up all the ingredients, enchanted the spell and drink from the… That's when it hit her. That's when she realized how she grew up so fast.

Adult Gwen: "The book!"

She hurried straight to the kitchen area and approached the stove where both the book, and the pot filled with the potion was. There, she took the book and looked at the spell she just done.

Adult Gwen: "I don't get it. I followed everything the spell said and it all worked well. What did I do wrong?"

She was about to find out what the spell did to her and reverse the process. But before she could do something about it, she heard two voices that were very familiar to her.

Ben: "Grandpa, could you give me a little help here? This bags are awfully heavy."

Grandpa Max: "Sorry Ben, but I got my hands full over here. Besides, you could use all the exercise carrying all that weight on you."

Ben: "Aw man… I knew I should've turned to Four Arms when I had the chance."

Hearing those two voices could mean only one thing. Ben and her grandfather are back. She ran to the window and took a peek at who she thought is coming. What she saw was both Ben and Max heading back to the Rustbucket carrying bags of food in their arms. Seeing them back so soon brought fear into her heart as she realized the situation she's officially in.

Adult Gwen: "Oh no, they're back! I can't let them see me like this. What am I going to do?"

Thinking all of this through, Gwen decided to hide everything first before they come in. First she headed back to the kitchen, picked up the pot, and dumped what's left of the potion into the sink's drain. She feared that if either Ben or Grandpa drinks this potion, they would suffer the same fate as her. After she was done with that, her next move was to hide herself from them until she could get herself back to normal. So Gwen took the book and headed to the bathroom, which made it a real good hiding place. As soon as she locked the door, the entrance to the RV opened up and both Ben and Max went inside.

Grandpa Max: "Gwen, we're home! We got something you would really enjoy for lunch. Fried eels with liver bits and drizzled in milk sauce from a yak."

Ben looked at his grandfather and was completely disgusted by it.

Ben: Uh grandpa… I don't think that would be good at all."

Max looked at his grandson and wasn't sure what he meant about that.

Grandpa Max: "Nonsense Ben. Now what makes you think that this meal I will be preparing isn't anything good? I mean it's good for the digestive tracks."

That thought made Ben sick to his stomach.

Ben: "That's what I was afraid of."

Ben put the bags he was carrying on the floor and started searching for his geek cousin.

Ben: "Hey Gwen, did you hear us? We're back! Get ready for another one of Grandpa's so called delicacies."

But for some strange reason, there wasn't an answer coming from Gwen. It was just quiet with no annoying cousin screaming at him. It was like she almost disappeared or something. So he called her out again, to see if she was paying attention.

Ben: "Hello… Gwen, are you there? We came back from the supermarket."

But still nothing. Ben then scratched his head and wondered where Gwen is at.

Ben: "Hmm… That's strange… Where is she?"

What he didn't know was that Gwen was hiding from the two. She was in the bathroom sitting on the toilet seat, shaking her legs a little and clutching onto her book, hoping they won't come here. Outside the bathroom, Ben continued to search for his cousin. But as soon as he turned around, he got startled, as Max was right behind him.

Grandpa Max: "Ben, have you seen Gwen anywhere? I can't find her in the RV."

Ben: "I was thinking the same thing grandpa. Maybe she went back out again, probably reading through her spell book again.

Max looked at the table and noticed Gwen's cell phone resting on top of it.

Grandpa Max: "If she was about to leave, she should've brought her cell phone along with her. And didn't she say that she was going to get some rest. Something isn't right. Let's look around and see if she's around."

Ben nodded in agreement and the two started to search through the RV to see if she was hiding or not. Of course, Gwen was still hiding in the bathroom, hoping they would leave. But when she heard that they were going to search the Rustbucket, she knew that it would be a matter of time before they come here. As they were searching, Max looked into his bedroom and noticed some tatters of ripped up fabrics and torn sneakers on his bed. He closely observed the tattered remains and could tell where they came from.

Grandpa Max: "Hmm… That's strange… This looks like Gwen's clothes. What happened here?"

As he was looking at the ripped fabrics, Ben was looking around the rest of the RV to see if his cousin was anywhere. That's when he decided to head to the bathroom to take a bit of a break. But when he approached the bathroom door and turned the knob, the door won't open. The moment Gwen heard the door trying to open; she now got more nervous then ever as she was found out. After trying to open it a couple of times, Ben realized that it was locked and someone was inside. And he knew who that someone is the moment he figured it all out. He turned to look at his grandfather, who was still in his room and called him out.

Ben: "Hey grandpa? I think I found Gwen."

Max turned around to see Ben and approached to see what he was talking about.

Grandpa Max: "What do you mean Ben?"

Ben: "I think Gwen is in the bathroom."

Max looked at the bathroom door and tried to open it. When he noticed that it was locked, he knew that Ben was telling the truth. So to that end, he knocked on the door to see if she was in there.

Grandpa Max: "Gwen, are you in there? It's your grandfather. What's going on here? I saw tattered pieces of clothes on my bed. What are you doing in there?"

Gwen was now in deep trouble. Not only that they found her, but if they open the door, they are in for a major surprise. She gotta think of a way to get out of this, and fast before they could see the truth with their own eyes. As she was coming up with a plan, Max was getting a little impatient waiting for his granddaughter's answer.

Grandpa Max: "Gwen… I know you're in there young lady. Answer me!"

There was a bit of a silence as Gwen tried to figure out how to avoid this. That's when she came up with a way to get them off her back. So she cleared her throat so that it would sound like her young voice and responded back.

Adult Gwen: "Yes grandpa, I'm in here. Please don't come in, I'm doing something private at the moment."

Gwen thought she got it in the bag, but outside Max thought her voice sounded a little different then before. So he asked her again.

Grandpa Max: "Are you sure? It doesn't sound like your all right. What is wrong with your voice?"

She put her hand in her mouth and forgot that her voice didn't sound like the old voice she use to have. Quickly, she came up with another false answer to trick them.

Adult Gwen: "Oh, I'm just having a little cold. Don't come in though, I might be contagious."

Max rubbed his chin a little and finds it a bit more odd then normal. Gwen never had a cold the moment they left and she was completely fine yesterday. There was no way she would get sick this quick. Something wasn't right and Max was going to find out for himself. He turned the knob over and over again to get the door open, but that proved to be little affect. He started yelling at her to open while banging his fist at the door.

Grandpa Max: "Gwendolyn Tennyson, I urge you to open this door right now or else! Gwendolyn!

Now Gwen was really in trouble. She knew that whenever her family calls out her full name, it means that they were upset. She wanted to open the door and tell them the truth. But how would she when she had a body of a full grownup instead of a preteen girl. Max kept on jiggling the knob, hoping that it might unlock somehow, but still to no avail. Running out of ideas, he turned to his grandson and gives the approval.

Grandpa Max: "Ben…"

To that end, Ben lifted his arm where the Omnitrix was attached, opened the selection screen, and picked the right alien for the job.

Ben: "Way ahead of you grandpa."

He slapped the watch down and a green light engulfed the RV entirely. In the bathroom, Gwen saw the lighting coming through the cracks of the doors and could tell that Ben turned into another alien and she knows why. Ben would need a specific type of alien to help him break through the door. Question is which alien did he choose. As Gwen pondered that for a moment, she got interrupted when a thin papery strip burst through the door and moved on its own. Then another came through the top part, then another from the bottom, and more strips appeared from just about everywhere. Once they were all in place, they all pulled to pry the door open and they all succeeded. Now Gwen is in for it deep, really deep. Coming out of the now broken door was a living mummy that could be only found in movies. But this was no ordinary mummy. Though its body resembles a mummy, it had an ability of stretching and unraveling its arms, legs, hands and everything else to what ever it wants. It face was covered, leaving the green eyes completely visible, but on its right shoulder was the hourglass symbol. It is to Gwen's surprise that this creature was none other then Ben in one of his alien forms, Benmummy. Ben entered the bathroom; he looked around to see where Gwen is.

Benmummy: "Gwen, are you in here? Why aren't you answering…"

He suddenly stopped asking questions when he noticed a young mature woman on the toilet seat with long flowing orange hair. Looking at this strange woman he never seen before, Ben freaked out and demanded questions.

Benmummy: "Who are you? What are doing in this RV? Where's Gwen?!"

Gwen blinked a few times, completely shocked that he didn't recognize her. Of course she knows that he didn't notice her because she's fully a grown and hardly had any resemblance of the Gwen Ben use to know. She then heard Grandpa's voice, wondering what's going on in the bathroom.

Grandpa Max: "Ben, what's happening in there? Who do you see? Is that Gwen?"

Ben looked back at Max and told him who he saw.

Benmummy: "No Grandpa, is just some strange woman I never seen before. Don't know who she is, but she's intruding and I'm not going to let her stay!"

That's when Gwen decided to bust in and told them who she is.

Adult Gwen: "Ben it's me. Gwen!"

The alien mummy looked back the strange woman and was more confused then before.

Benmummy: "What? You're not Gwen. I know her for a long time and you're not her."

Gwen shook her head and was now ticked off about this.

Adult Gwen: "Take a good look at me you dewfus! It is me!!"

Ben takes a good look at the woman to see if she's telling the truth. After a quick observation, he noticed something that was familiar to him. For one thing, her hair was orange just like Gwen, but only a little longer then hers, not to mention the little blue clip that Gwen had on only it was past down her cheek. Another thing were her clothes. She had the same shirt with the kitty logo as Gwen but the sleeves were completely torn and the top of was ripped in the middle exposing her cleavage. Her pants were the same as Gwen's but the bottom of the leggings were ripped apart exposing her shapely legs. She was hanging on to the very spell book Gwen always had for a while. And though she doesn't sound like it, her attitude is the same as Gwen's. After looking at all of the small details he missed, the mummy's green eyes were wide and were in complete shock.

Benmummy: "G- Gwen?!?!"

Gwen cocked and eyebrow and rolled her eyes around.

Adult Gwen: "Duh… That's what I was trying to say."

Suddenly, their grandfather poked his head out to see what Ben was seeing.

Grandpa Max: "Let me see Ben. Is Gwen in there?"

Ben looked at his grandpa and wasn't sure if he wants to tell him what he witnessed or keeps his mouth shut.

Benmummy: "Um… Yeah, about that… Well I got some good news and bad news. Good news is that I found Gwen. The bad news is…"

He turned his head to pointed to the now adult Gwen.

Benmummy: "This woman is Gwen!"

Max turned his head to see this woman and notice she was wearing the same clothes as Gwen; only they were too small and ripped in areas. Not to mention the book she was hanging on to. Looking at this woman Max found out who she is and asked her the question.

Grandpa Max: "Gwen? Is that you?"

The woman nodded her head up and down for a yes. That's when both Ben and Max had their mouths agape and were speechless for the moment.

Grandpa Max: "Oh my god… Gwen, what happened to you?"

Gwen lowered her head and deeply sighed to herself, hoping they are ready for what she would say.

Adult Gwen: "It's a long story."

* * *

After the sudden shock, Gwen, her cousin, and her grandfather sat at the kitchen table and told them what happened to her for the past hour or so. For about five to ten minutes of explaining everything to them, both Grandpa Max and Ben, who was now in human form, finally understood what happened to Gwen.

Grandpa Max: "So let me get this straight. You were conducting a spell to amplify your powers. You set ingredients up from my fridge and chanted the spell to complete it. And when you drink to potion, you completely passed out and when you woke up you've grown into a woman?"

Gwen nodded her head for a yes and explained it further.

Adult Gwen: "Yes… But to tell you the truth, I don't know how it happened. When I read about the spell on my book, I thought it was going to make my powers grow strong. I didn't expect this spell to make me grow up instantly. This is terrible."

Ben listened in on the whole thing and couldn't believe what he was hearing. Even after last night, Gwen looked through her spell book and cast the one spell she did. And looking at the results, he couldn't believe that she went from a dorky, annoying cousin to a hot mature babe. So he decided to ignore what occurred and joke about it.

Ben: "Well Gwen, look on the bright side. At least you won't have to worry about waiting for college. Being that you are pretty smart."

Gwen turned her head to see her cousin and gave him a completely scornful look.

Adult Gwen: "Are you kidding me? Do you have any idea what this mean? What would happen when summer vacation ends? Do you ever think about that?"

Ben had an odd look on his face and didn't know what she was trying to say.

Ben: "Uh…"

Max looked at his grandson and tried to give him an explanation.

Grandpa Max: "I'm afraid Gwen's right Ben. This isn't no laughing matter. You could imagine what would happen when we get back home. Her family and friends won't recognize who she is, she couldn't go to school anymore, not to mention she has to get job yet she has no experience. What do you think she's going to do when this vacation over?"

Ben turned to listen to his grandfather and now understood what he meant. He then lowered his head shook it, realizing that what he said was completely wrong. He then look up at Gwen and apologized to her.

Ben: "Sorry Gwen. Didn't really mean to hurt her feelings."

That's when Max looked at Gwen and wondered something else.

Grandpa Max: "Exactly how long will this last, if it's not permanent?"

Adult Gwen: "I don't know really. I didn't come to fact that this was temporary or not. But if it isn't, I'll try to find a spell to reverse it."

Max folded arms and ponders this for a moment.

Grandpa Max: "This is very complicated. Well until you could find a way to reverse, we should keep this discrete. And since you're a little too old to be a cousin, I guess you could be Ben's older sister for a while."

Immediately, both Ben and Gwen got up looking at their grandfather and shouted out loud, "WHAT!?!" Ben was a hundred percent upset about this idea.

Ben: "No way! I'm not going to pretend that Gwen's my sister. That's a whole lot worse then a cousin."

Gwen, on the other hand, looked at Ben with a raised eyebrow and smiled very wickedly.

Adult Gwen: "What's the matter Benjamin? You don't like to be with your big sister?"

The boy looked back at the older girl and was now completely annoyed by what she asked.

Ben: "Okay, now you're made it worse."

Grandpa Max: "I'm sorry Ben. But we have to play it out until Gwen goes back to normal. Another thing we have to do is to find Gwen new clothes."

Gwen turned back to her grandfather and had a questionable look on her face.

Adult Gwen: "What's wrong with my clothes? I feel completely comfortable with my clothes."

Suddenly the back of her shirt ripped downward to the middle and expose most of her back. Gwen blushed at the sudden rip as Max rolled his eyes around and sighed.

Grandpa Max: "I rest my case. You know, I saw a mall not far from here; we should go there to get you some new clothes. In the mean time, I could lend you one of your grandmother's clothes until we get there."

Max got up and headed to his bedroom to find his wife's clothes. Meanwhile, Gwen slumped with elbows on the table and was now more embarrassed then ever.

Adult Gwen: "My life is so over…"

Ben looked at the now adult cousin and couldn't help but to feel completely awe struck by how grown up she is. That's when he blurted out something he would regret in the near future.

Ben: "Well, at least on the plus side you are completely hot."

To that end, Gwen looked up at her cousin with a disgusted look and immediately slapped him right in the face.

Ben: "Ow…"

* * *

**Chapter 4 ends as of right now. Gotta say, for a short chapter, it took a little longer then ever. But the next one wouldn't take this long. On the next chapter, Gwen goes shopping, finds love, and troubles a foot. Can you say, _'a recipe for a disaster'_? Please Review. Oh and have a Happy New Year!**


	5. Shop Till You Drop

**Almost two months I haven't updated this story, two months. But at least it was quicker then the last one, be that I was busy setting up stories for another website's contest. I just hope this was worth the long update. Now for the low down on the last chapter. Got myself one review from Cydra and my hit counter is almost up to a hundred. So I guess it wasn't much for a short chapter. Let's hope this one does any better. Time for chapter five of Gwen Tennyson, All Grown Up. The family heads to the mall so Gwen could get some new clothes for her adult self. But as she was shopping, she bumped into someone and new feelings emerge. Meanwhile, trouble starts a brewing in the Mall. What's going to happen to Ben, Gwen, and Max? Read to find out.**

**Disclaimer: I don't own Ben 10**

* * *

Chapter 5: Shop Till You Drop

After twenty minutes of driving around, the RV found the mall and entered the parking entrance. Once they got a parking space for the Rustbucket, the door opened up and both Ben and Max got out to get some fresh air. But someone else wouldn't come out of the RV at all and that one person is none other then Gwen herself. The two looked at the opened door of the RV and was a little worried.

Grandpa Max: "Come on Gwen, we're here."

There was a harsh silence in the Rustbucket until they heard her mature voice.

Adult Gwen: "I don't want to…"

That's when Ben decided to intervene and make things a little interesting.

Ben: "Jeeze Gwen, don't be so dramatic. Do you want to get some new clothes for your fully-grown body or do you want to stay in the Rustbucket forever? Besides at least your wearing some clothes that fit ya. Or you want to come out with all your old clothes that won't fit anymore?"

Again, another harsh silence within the RV for about a minute. After that minute, there was a deep sigh they could hear as Gwen responded back.

Adult Gwen: "Okay, I'm coming out now."

Soon enough, Gwen got out of the Rustbucket as Ben laughed at how she looks now. What she was wearing is a mumu dress that's like her grandfather's shirt that goes all the way down to below her knees and a pair of red high heel shoes that are three inches long. She was also sporting some kind of sunhat with a fake flower on top and some old sunglasses. Not only that, but an old purse was hanging over her shoulder to complete the look. Ben couldn't help but to laugh hysterically on the clothes Max picked himself while Gwen was feeling more embarrassed then ever.

Adult Gwen: "Very funny Ben… Just keep on laughing and I'll force you to stop it."

Ben continued to laugh as he wiped the tears out of his eyes.

Ben: "Sorry Gwen… But you got to admit; you look like someone who got back from vacationing. All it's missing is a Hawaiian drink and you're good to go."

As Ben kept on laughing, Grandpa Max approached Gwen and comforted her.

Grandpa Max: "Don't mind him Gwen, you look fine. You know, your grandmother wore this on our first date when we were your age. Well, not the age you were but the age you are now."

Gwen looked at her grandfather and was a little more embarrassed then before.

Adult Gwen: "Yes well Grandma didn't look like she has taste in style. I mean look at this. This is much lamer then your shirt for crying out loud. There ain't no way I'm going to come out in public looking like this."

Grandpa Max: "This is the reason why we're at the mall. We're here to help you find the clothes you need the wear until you find a way in reversing the effect."

Adult Gwen: "That's nice and all, but I think it's best I could shop by myself. I mean I respect the help and all but sometimes I worry on what you guys buy for me. I mean you would get clothes that would belong in a swamp market."

She then turned to Ben and had a disgusted look on her face.

Adult Gwen: "And Ben over here would pick out something more embarrassing then this."

Ben immediately stopped snickering and was completely upuled about what she said. He then looked back at her and protested against it.

Ben: "Hey! I don't buy you things that make you embarrassed."

Adult Gwen: "Oh yeah? What about the time you gave me that cat costume for my eighth birthday? I was SO embarrassed on that moment."

Ben remembered that moment and snickered a little bit on that costume she wore.

Ben: "Okay, maybe that was a little embarrassing. But you got to admit; at least I bought a present for you. Plus you like cats."

Adult Gwen: "That's not the point!"

That's when Max decided to break this up before things could get any worse.

Grandpa Max: "All right you two, that's enough."

The two then pointed at each other and blamed each other for this.

Ben: "She started it!"

Adult Gwen: "He started it!"

Grandpa Max: "I don't care who started it. You two don't stop then I'm going to be the one who will end it."

The two immediately silenced themselves up before Grandpa Max could punish them. He then looked at Gwen and could understand what she means. He placed his hand on her shoulder and had a warm smile on his face.

Grandpa Max: "Gwen, I could tell that you need to shop all by yourself. So I'll tell you what, we'll let you go and buy the clothes you need."

Gwen looked at her grandfather and smiled back to him.

Adult Gwen: "Thanks grandpa. I knew you were on my side."

Grandpa Max: "Don't mention it pumpkin."

He then put his hand inside his pants pocket, took out his wallet, and gives it to his granddaughter.

Grandpa Max: "Here, you might be needing this."

Gwen took his wallet and inspected it. Upon looking at it, she looked up at him and was a bit puzzled.

Adult Gwen: "You're wallet?"

Grandpa Max: "Let's just say that I really don't know the first thing about woman's taste for clothes and that your mother never gives you money unless it's for an emergency. Inside my wallet is my Plumbers credit card and it has an unlimited amount in it. Just get a couple of clothes you need to last a few weeks, but don't over do it. Ben and I will wait for you in the food court when you're finished. Have your cell phone on and call us incase something happens."

To that end, Gwen put Max's wallet in her purse that has her cell phone and walked past them.

Adult Gwen: "Don't worry about me Grandpa. As of right now, I am now grown up to make my own decisions."

As she was heading to the mall, Ben approached his grandfather and was now a little worried.

Ben: "You're sure that's a good idea letting her go to the mall by herself?"

Grandpa Max: "Well, since she's now an adult I guess it's best to let her do her own thing for a while. And besides, she's just going to get some clothes for herself. What's the worse that could happen?"

* * *

On the other side of the mall, an armor truck was heading to the mall's bank to deliver a big time investment. At the back of the armor truck, two police officers were taking big bags of money into the bank's safe. What the two didn't know was that somewhere not far from them, someone was watching. Inside a small van, three people were watching the guards moving all the money into the bank. Though you couldn't see their appearance, they shapes of their bodies were evident. One was big and bulky as his head looked like the shape of an opposing thumb. The other has a feminine shape and some kind of braided hair that is moving on its own. And the last individual was a little skinny and almost bald but had some kind of mouth guard over his mouth. The three watch the two leave the armor car and could tell that there would be more money in there."

Female crook: "Look at that truck… I bet it got some cold hard greens just waiting to be taken."

Huge crook: "Yeah, that and then some. This could be the biggest heist we ever had."

Skinny crook: "I don't know about this. This is a little too easy on our account."

The female looked over at the skinny guys and got his head together.

Female crook: "Don't back out on us now. Look it's real simple, we go in, take out the guards, destroy the truck, and get all the money. It's as simple as that. Besides, this is a piece of cake. Much easy then your idea stealing trophies at the campus one time. Hurgh… Can't get the feeling of the ghost thing invading my body. So are you in on this."

The skinny crook thought about this for a moment. Normally, this was a bit of a risky move and they would get caught. But this heist would be quick and they would be out of there in no time. And besides, the kid that took down their boss isn't around so it would be too easy. After thinking all of this through he answered to the female crook with a determined look on his face.

Skinny crook: "All right, let's do this."

* * *

Meanwhile, inside the mall, both Ben and Max were waiting for Gwen at the food court. Ben was enjoying a little snack of nachos with cheese and coke while his grandfather had another one of his own delicacies he made. While they were eating, Ben wanted to ask his grandfather a question.

Ben: "Hey grandpa, can I ask you something?"

Grandpa Max: "Sure thing Ben. What's in your head as of late."

Ben bit down on another nacho and started to ask the question.

Ben: "Well, I don't know but… You think it's a little too far to give Gwen your credit card? I mean, I know it's not much but when you said an unlimited account, she would go crazy on it."

He then sipped his soda as Max explained to his grandson what he thinks.

Grandpa Max: "Now what makes you think that she would do something like that. The reason why I give her my credit card is because I want her to get a few clothes for herself until she finds a way in reversing the spell she casts. I don't think she would do something stupid and buy to many clothes to fit in the R.V."

As Ben was listening, he dipped another nacho in the cheese dip and ate that one too, interrupting his grandfather's reasoning.

Ben: "Yeah well you may never know. I don't know much about women, but what I do know is that they have a thing of being shopoholics. They start looking at what's cool and then goes right to buying it, know matter what the price."

Grandpa Max: "Nonsense… Just cause Gwen now has the body of an adult doesn't mean she would act like one. And besides, she's only getting a few things to help fit her body. What could go wrong?"

* * *

Meanwhile, on one side of the mall, Gwen was walking around looking for stores she could buy her clothes on. Unfortunately for Grandpa Max, his grandson was right. Gwen was using his Plumbers credit card to purchase not a few clothes, but every design and look she thought was cool. And since she had no clue on if there's a reversal spell for her adult form, she had to get some more outfits incase this spell is permanent. She was carrying bags upon bags of clothes from Nordstrom, Macy's, Old Navy, Gap, Urban Outfitters, Aebrocronium Phish, and Banana Republic. Not only that, but she ditched her grandmother's antique outfit and put something different that's her style.

She wore a dark blue super soft bottom T-shirt with long sleeves that go down to her wrists. Underneath that shirt, she had on a wireless white essential basic bra to help hold her new breasts in place. Even though she had some trouble trying to put on bras at first, she learned fast on how to fasten them properly. She was sporting a pair of white-cropped skinny jeans that go all the way down to her lower legs in an attempt to show some skin. Under her jeans, a pair of white printed high-cut panties fit snuggly around her hips. On her feet were a pair of white 3-inch heel sandal with three straps wrapped around them. She even cut her hair since it was too long for her taste. It was now down to her upper neck and was all done up in a wavy style women like. To top it all off, she got some make up on to enhance her mature beauty. She had on a tad of pink blush on her cheeks, blue eyeliner around her eyes, and dark red lipstick on her plush lips. Ask for that ridiculous mumu she had to wear, she put it away in one of her bags since it was her grandma's. As she brushed her hair aside, she looked at the stuff she has and wonder if she's missing anything.

Adult Gwen: "Now let's see… Is there anything else I'm forgetting?"

She looked through her bags filled with shirts, pants, and shoes to see if there's anything she doesn't have. After looking through all of this stuff, she smiled and started to lift her bags up.

Adult Gwen: "Nope, everything looks fine. Grandpa's going to have a fit when he sees me with all of these bags and thinks I over used his credit card. But hey, if I ever get back to normal, might as well give them to my mom as a vacation present."

She started to walk to the Food Court to join up with Ben and Grandpa. As she was walking, Gwen noticed that the bags she was carrying were getting heavy for her.

Adult Gwen: "Okay… Maybe it was a bad idea buying all these clothes. They feel so heavy."

Gwen felt like she was going to give way on all the excess weight she was carrying. As if on cue, her feet tripped on a loose tile and fall with all her bags flying around her. At first, she thought she was going to hit the floor, but then a pair of hands came up and grabbed the damsel before that happens. That was soon followed by a male voice she never heard before.

Male Stranger: "Hey, are you all right?"

Gwen slowly shook her head and started to rub her temples, relieved that she wasn't going to hit face first on the floor. When she looked up, she noticed a man she never knew, but looked like he's special. He was the same age as the now adult Gwen, but he was a bit taller then her. He had a muscular build and his face was quite handsome with defined cheeks, a nicely shaped nose, peach fuzz on his chin, a tuft of perfectly cut black hair that goes down his neck, and a pair of bright blue eyes. He was wearing a light gray T-shirt with a logo of a skateboarding store, a pair of blue jeans and Nike sneakers. Gwen stared at this strange man and had a million emotions that were in her head. But that wasn't the half of it. Inside her body, she felt something completely strange, something she never experienced before. What she didn't know was that when her body grew, hormones were developing in her anatomy, making her feel like she's in love. When starring at this man's face, her feelings intensify to the brink. Gwen didn't know what to do as she stared at the man's eyes for a few good minutes. That's when the stranger broke his silence.

Male Stranger: "Mam… I said are you all right?"

Immediately Gwen blinked her eyes a couple of times and realized she was starring at him for a long time. After shaking her head a bit, she looked at the young man and replied to him in the nicest of tones.

Adult Gwen: "Um… Yeah, I'm fine. Sorry about the fall. I guess I wasn't watching where I'm stepping."

The stranger picked Gwen up and stood her in place to keep her in balance.

Male Stranger: Don't feel sorry… I've seen a lot of shoppers carry too many bags and they sometimes loose their balance. I try my best helping them up."

Gwen immediately dusted herself up while this strange man gets a good look at her.

Adult Gwen: "Thanks anyways. I'll be more careful next time."

Before she would leave, the stranger offered Gwen a hand of greetings.

Male Stranger: "Wait, surely there is some way in offering you something after what happened moments ago. Perhaps a quick snack at the smoothie shop?"

Gwen looked at the strange man then looked at his hand. It would feel odd for her to take the hand of a stranger and walk with him. At first, she might run away from him, thinking it was a stranger. But now that she was an adult, she thought it would be best to talk to this person and get to know him. And if things go way down from there, she still knows her karate and has a cell phone on her just in case. So after thinking about it for a second, she took the strangers hand and began walking with him to the smoothie shop. While she was walking, Gwen wondered what his name was so she decided to ask him. But before she could ask, he said his name anyways.

Male Stranger: "My name is Jason Rogers. What's yours?"

Gwen blinked a couple of times; surprised that Jason said his name before she could ask it. But she calmed down on the inside as she told him her name.

Adult Gwen: "My is Gwendolyn Tennyson. But you can call me Gwen for short."

* * *

Back outside the mall, a couple of bank guards were still busy loading all the money out of the truck and into the bank. Already, they are halfway done with the work.

Bank Guard 1: "Ah, we're almost finished. I don't understand why the bank needs all this money in the first place. This is a complete waste in my books."

The other guard looked at him while he was holding the last bag of money for the bank and answered his question.

Bank Guard 2: "It's pretty obvious, people are desperately in need of some cash. I mean think about it like this for a moment. Low slump in home mortgages, bad credit, no one buying cars or other luxuries, hell, the states are going downhill from here. Thank goodness the government was able to put up a stimulus package for the U.S. or we would've entered another Great Depression. Let's hope this money does any good."

He then moved the bag of money to the federal bank while the other guard keeps watch. Looking at all the money in the truck he shook his head and sighed to himself.

Bank Guard 1: "Humph… Looks like a waste of money to me.

He approached the truck and closed the back doors. But as he was about to lock it, a shadow was looming over him. At first, he thought it was the other guard that was meeting up with him.

Bank Guard 1: "What do you want this time?"

But when he turned around, he got meet with a huge fist to his face.

* * *

Meanwhile, Ben and Max were still waiting for Gwen at the food court. So far they have already finished their meals and were sitting patiently for her to come. But so far Gwen hadn't returned from her shopping. After tapping his fingers on the table Ben got up from the table and decided to find her.

Ben: "That's it! I can't take it."

He was about to leave until his grandfather stopped him there.

Grandpa Max: "Ben, wait! Where are you going?"

To that end, the grandson looked at Max and answered him.

Ben: "Gwen is taking too long. I'm going to find her and see what's the hold up."

Grandpa Max: "Now Ben, don't go a little ahead of yourself. Gwen is an adult now. There's no way we don't want to disturb her over something simple like shopping."

Ben: "Oh no… I know Gwen, and she never stops shopping till she gets what she wants. And that Plumbers card you gave her got things much worse. I'm going to go look for her."

So Ben walked away from Max and started searching for his cousin. Max on the other hand rubbed his forehead and shook his head at the same time.

Grandpa Max: "Oh dear… What did I do wrong?"

* * *

Back to Ben, he was walking through the halls passing one shop to another. He looked through shops that Gwen usually goes to and areas where she could rest. But still, he couldn't find her anywhere in the mall. So Benjamin lowered his head and shook it in frustration.

Ben: "Ah man, this is like finding a needle in a haystack. I can't believe that Gwen ditched us just to shop for new clothes for her new body. Just because she is now an adult doesn't mean she could go about on her own and do a little shopping spree. There's got to be someway in finding her quickly."

Ben thought this through for a second then looked down at his Omnitrix wrapped around his wrist. Looking at it, he got a smirk on his face and came up with an idea.

Ben: "Hmm… Maybe one of my aliens will help me find my dimwitted cousin. Now let's see, which one of my aliens would do the job?"

He activated his alien watch and was about to pick which alien he would choose to spy. But before he could do that, he and everyone in the mall heard a huge explosion coming from the outside, followed by a rumble on the ground. Everyone panicked as they all ran to the exits, but Ben stayed calm and looked around at the chaos surrounding him.

Ben: "Sounds like trouble. Better find Gwen later, right now it's hero time."

He ran to where the sound came from to see what was all the commotion was about.

* * *

Ten minutes before the event took place, both Gwen and Jason were at the smoothie shop having their drinks. Jason was having a strawberry booster with vitamins and minerals while Gwen has a banana orange mix complete with a low carb booster. While they were sipping their smoothies, they started to talk to each other.

Jason: "So what brings you here to this quiet town? It's not like a stranger would come by and just shop around for clothes."

Gwen took a sip of her banana and orange drink and answered the young man's question.

Adult Gwen: "Actually, I'm on a road trip across the U.S. with my family."

Jason: "So you're with your mom and dad?"

Adult Gwen: "Actually, my mom and dad are busy at home, so they couldn't plan a trip this big. But my grandfather has an RV so he was nice setting all of this up for us."

Jason cocked an eyebrow the moment he heard the word…

Jason: "Us?"

Gwen combed the side of her hair behind her ear with her fingers and explained what she meant.

Adult Gwen: "Well, I had planned on my own summer back home until grandpa told my parents about going on this road trip. Plus my family forced me into this trip and not only that, my little brother has to come too."

Jason: "Ah, so you have a little brother. I bet he's nice to you."

She chuckled about that a little and talked about her, 'brother'.

Adult Gwen: "Actually, Ben is the exact opposite of nice. He always gets into a lot of trouble when it comes to school or at home. Not to mention that he's always a big pain to me whenever he's in my room to make fun and distract me from what I'm doing that's important. So being on this trip is a complete nightmare to me. But the road trip was pretty unique to tell you the truth. We went to new places, see new people, have a lot of fun somewhere along the middle. Let's just say that this trip was a little… productive now and then."

Jason took a drink from his smoothie and listened to what Gwen said. From what he could understand was that she and his brother, Ben, had a real good time on this trip.

Jason: "Sounds like you and Ben are getting along quite well."

Adult Gwen: "Yeah, you could say that. Ben and I always go to all the cool places from New York, San Francisco, Miami, Boston. We even went to Fort Knox yesterday and was amazed at all the gold in the building."

That's when Jason swallowed hard on his drink and coughed up a little bit, completely shocked at what he heard.

Jason: "You went to Fort Knox?"

Gwen blinked a couple of times and was a little confused at what he said.

Adult Gwen: "Uh, yeah… Why you ask that?"

Jason: "Well, I heard on the news that there was an attack at Fort Knox yesterday that injured some people. Most of them were cops."

Her eyes were wide in surprise, completely forgetting that Rojo attack Knox that day. But she stayed calm and explained that part to Jason.

Adult Gwen: "Oh yeah, that attack. Well, we all left Fort Knox before the attack took place, so I guess we were really lucky."

Jason sighed in relief knowing that Gwen was safe. But he didn't know that Gwen, Ben, and Grandpa Max were still in Fort Knox during the attack, so actually, she was lying.

Jason: "Oh good… I thought you were one of the victims. Though I am quite impressed that the crook didn't steal any money, be that one of those things stopped her."

Gwen blinked her eyes once and was a little confused at that statement.

Adult Gwen: "Things? What things?"

Jason: "You know, the aliens that are on the news all summer. They've been heroes ever since they came here and helped out a lot of people. Hell, one of the them was at Fort Knox saving all the gold in the building from that psychotic woman. He was completely made of crystal and can turn himself into any kind of weapon he chooses."

She chuckled about it, knowing that the alien Jason was talking was in fact Diamond Head.

Gwen: "Yeah, those aliens heroes like doing something good for America."

The two continued sipping their drinks and talking about each other for a few minutes. Soon after, Jason looked at Gwen and said his goodbye.

Jason: "Well, it's been nice knowing you."

Adult Gwen: "No, no… It was nice talking to you. And thanks for the drinks, never thought a smoothie would taste so good."

Jason laughed at that remark a little bit.

Jason: "Well this town does have the best smoothies here. Thought it was best if I take you here and see how it tastes."

Gwen looked at the big clock at the mall's wall above them and noticed it was getting really late.

Adult Gwen: "Listen, I got to go. My brother and grandfather must be worried about me."

Before she could leave, Jason took something out of his pocket and gives it to her.

Jason: "Here, take this."

Gwen looked at the piece of paper that Jason was holding and took it from him. When she opened it up and looked at it, she realized what it was.

Adult Gwen: "You're giving me your phone number?"

Jason: "Yeah. You are pretty unique Gwen and I need to know more about you. If you're going to remain in town, I thought it would be best we get together again."

Gwen was now in more of a shock then ever. Jason wants to meet Gwendolyn again and he doesn't know that she was really a kid in an adult body.

Jason: "Hey, can I have your number? Incase you never got the chance in calling me."

Gwen doesn't know what to do. She only knew about Jason for a while and now he wants to meet her again. Now he wants her phone number. Should Gwen give him her cell phone number? Before she could come up with an answer, there was a huge explosion that rocked the mall's foundation. Everyone started to scream and ran to the exits, but Gwen and Jason stood where they are and wasn't sure what to do now.

Jason: "Whoa, what was that?!"

He turned his head to see Gwen but when he did, she was nowhere to be found. It's like she disappeared out of thin air. That's when he looked down and saw something written on a piece of napkin. He picked it up and noticed that it was Gwen's phone number with a note below it that says, _"Call Me"_. Having a confused look on his face, he looked up to where Gwen was and said to himself…

Jason: "Uh… Thank you?"

* * *

**That does it for chapter five. Sorry for cutting it short, but I have a lot of work to do tomorrow and I had to finish this before I get started. But don't threat, I'll continue on with the next chapter ASAP. Now on the next chapter, Ben has to stop a group of criminals that were stealing the bank's money. But when Gwen tries to help, something goes terribly wrong with her powers. What's going to happen? Stay tune and please review.**


	6. Loss of Control

**Here it is, chapter six of the All Grown Up story. Gotta admit, this chapter was short with 12 pages and all. And though it took a little long due to the other things I'm doing in the real world. At least I finished this chapter then the last one I updated for another story. And that chapter took five to six months! God damn it! Anyways, at least I got this done and hope the other chapter would be shorter. Let's move on with the news. Almost 150 hits on my hit counter and three reviews. Certainly got a lot of attention for this story. I just hope I can keep this up. And to the answers of others… No Cydra, Jason is not based off a person I know, I just made it up. And for Forte Kaimei, as much I can understand you want a Gwen and Ben pairing in this story and I'm not offended by it. But I just want you to know that I'm keeping it show related and not off of cousin love. Now for chapter six of Gwen Tennyson All Grown Up. Ben and Gwen discovered a group of criminals stealing the bank's money so they have to stop them. But during the battle, something goes terribly wrong with Gwen's powers. What's going to happen? Let's find out.**

**Chapter Notes**

**Cydra did say on the review about something on Anodite powers and what not. I thought it would be interesting to do something like that for this chapter. And if I would guess correctly, her manta abilities do blossom when she's thirteen. Just the thought that's all.**

**Disclaimer: I don't own Ben 10**

* * *

Chapter Six: Loss of Control

At the mall's parking lot, Ben got out of the mall to see what was going on outside. What he saw was a turned over armored car with flows of cash flying around. Looking at all of this mess, Ben rubbed his head and wasn't sure about what transpired in the lot.

Ben: "Oh man… What went on out here?"

Just to answer his question, Ben heard a huge explosion coming from inside the back. Turning around to see the bank filled with smoke, he saw three figures emerging from the area. At first, it was hard to see who it was coming from the smoke, but when they got out of it Ben got a clear look and who attack the bank. One was big and bulky and had a shape of a thumb, nail included, one was a female criminal with reddish locks that has black balls on each tip and appeared to be moving on their own holding multiple bags of money, and the last individual was skinny with thinning hair and his mouth looked like it was messed up and was breathing green smog. They all had the same green color skin were all wearing the same unique outfits that include black spandex shirts with orange and black sleeves, black spandex pants, and black slip on shoes. To his surprise, Ben found out that the three were in fact Thumbskull, Frightwig, and Acid Breath. All three use to work for Zombozo the Clown, a psychotic vampire that sucks the happiness out of victims. But thanks to Ben defeating the dangerous clown, they now work for themselves stealing whatever they can to survive. While watching them, Ben heard them talk of their now successful job.

Frightwig: "Ha, ha! See, what I tell you? Piece of cake."

Acid Breath: "Yeah, well we got just lucky. Now let's all this money into the truck before the cops come."

Quickly, the three started to move the money into their van as fast as they could. What they didn't know was that Ben was behind one of the cars and watched the whole thing go down.

Ben: "Great… Just if things weren't bad enough, I got Zombozo's freaks to deal with. Why is it that every time I go on a different state, my enemies always follow?"

He was waiting for the answer he was looking for but found nothing. So he sighed to himself and looked down at his alien watch.

Ben: "Oh well… It's hero time!"

He started to activate his Omnitrix and turned the dial to find the right alien for the job. When he found the right one, he pushed the dial down and begins his transformation. Back with the Zombozo gang, they were just about to wrap up their unofficial deposit until Thumbskull notice a flash of green light coming from the parked cars not far from them. He turned around and saw the light but soon he saw it, it fades away quickly.

Thumbskull: "What was that?"

He then drops his bags of money and approached the area where the light was. As he got closer to the area, in investigated to see what it was. As he did that, the big green brute suddenly got punched and was flying high over the other two. Both Frightwig and Acid Breath saw their comrade flew up in the air and landed on the ground with a huge thud. Seeing that, the two looked at each other and wondered what occurred.

Acid Breath: "What just happened?"

Just to answer his question, they heard a voice that was really familiar.

Eye Guy: "Oh I'll tell you what happened. Me! That's what happened."

The two turned back to where Thunbskull got attack and saw a strange being they've seen before. From what they saw, it's an alien with a massive body with numerous eyes on its arms and back and a huge one on its chest. Though it doesn't have any eyes on its head, it still has huge bat like ears to help it hear well. And on the buckle of its strange pants was the symbol of an hourglass. To Ben, he was one of his alien heroes, Eye Guy. But to the two freaks, they know who it is when noticing the Omnitrix symbol on its belt buckle. To that end, Acid Breath turned his head to his comrade and was completely irate about this.

Acid Breath: "A piece of cake huh?"

But Frightwig didn't respond to his question. She was completely shocked at what she was seeing right in front of her.

Frightwig: "Impossible! How did he even get here to begin with?"

Acid Breath looked back and was completely annoyed about this.

Acid Breath: "Who cares, just get rid of him quick so we can get out of here."

Acid Breath was the first to attack as he spit out dissolving acid at the hero. Eye Guy quickly jumped out of the way before the acid could hit him. But it did hit the two sides of the cars of the parking lot in between and started to dissolve. Frightwig is up next as she used her hands to navigate her lively hair and threw them at the alien. Ben run fast to avoid the attack as the black balls missed him in every attempt and caused cars in their path to fly around. When he saw the cars flying about, he got an idea on how to approach them. He then jumped on a trunk of a Toyota Avion and started taunting the female freak.

Eye Guy: "Hey, Repunzal! Why don't you go get yourself a haircut? Your hair looks more unruly then ever!"

This made Frightwig angrier then ever when she heard Ben say that.

Frightwig: "That's it! You're so dead!"

She used all of her dreads to extend them to the car that Eye Guy was on. But Acid Breath notice what's going on and tried to stop it.

Acid Breath: "Wait! Stop!!!"

But it was too late. All of the freak's hair hit the front side of the car, creating a catapult for Eye Guy to launch from. The alien flew up high in the air until he landed on the ground feet first in between the two freaks. When he was there, Ben did a straight uppercut at Frightwig's chin, sending her flying to the entrance to the mall then turned around and did a quick sucker punch at Acid Breath. He thought that the fight was finished, but what he didn't know was that Thumbskull came out of nowhere and charged at the alien after the surprise punch. Eye Guys many eyes, which were on his back looked at the big bully as the hero turned around to fight back. Soon enough, the two got together and grappled in a wrestling position. They held on tight against each other until one of them could get an opening and take the other down. Thumbskull over strengthen Eye Guy and brought him to one knee, thinking he had this one in the bag. But what the freak didn't know was that the alien hero had a little trick up his sleeve, or on his big eye on his chest. While they were grappling, Ben was charging his big eye to give it enough power to take down the behemoth. Thumbskull didn't even notice the charge as he was busy keeping Ben down. That was of course until he noticed something getting brighter and he looked down to see what it was. When he did that, Eye Guy smirked to himself and fired a huge load of eye beams straight at the brute, sending him flying straight to the circus freaks van. He hit the van after such an impact that it causes the doors to pop open and the money that would be inside to come out and bills flying just about everywhere. The alien hero looked at his accomplishment and celebrated about it.

Eye Guy: "Oh yeah! Now that's what I call hitting the jackpot!"

As he was celebrating, both Frightwig and Acid Breath slowly got up from the last fight and see what has happened. When they looked up, they notice that Thumbskull completely wreck their ride. What they also saw was all of their money is flying around in the air and landed on the floor. That made them completely upset.

Acid Breath: "Hey, that's our stash!"

Frightwig: "That's it! That brat is going to pay dearly for this!"

Frightwig waved her hands around as her red dreads followed it. In a quick flash, all of her hair extended and headed straight to the alien. Eye Guys many eyes saw that and was prepared for that matter. Once the dreads reached to him, Ben turned around and grabbed them with his entire left arm. He then used his strength to pull the female freak off the ground and straight to him. The hero then used his right fist and used it to punch Frightwig straight to the face. She flew right back to the spot and landed right next to Acid Breath. The thin freak watched the whole thing go down and step up to the plate this time. He immediately jumped up into the air and took a deep breath to let out a huge blast of toxic smog to the alien. Eye Guy saw this go down and jumped back away from the attack, letting the smog miss him and burned all the asphalt and random parts of cars into melted piles of sludge. Once Ben avoided the attack, the freak landed in front of him and was about to fire another load on him. But Eye Guy had the time to make another recharge and fired another energy eye beam at the enemy. Acid Breath saw that and sidestepped out of the way before the beam could hit him. Ben then fired another blast to get into contact with the enemy. But the freak still avoided the next attack by jumping up in the air and landed on the hood of a parked car. Ben continued on firing, hoping to get a hit but so far, all he got was nothing but parked cars and damaged asphalt. But what he didn't know was that it was all nothing but a distraction. As he was busy taking down the stinky freak, Thumbskull came out of nowhere and grabbed Ben by the back, giving him and bone crushing bear hug. The alien hero tried to break out of it but there was little effect compared to the muscled freak. As he was trying to struggle, both Freightwig and Acid Breath grouped together and stared at Eye Guy with devilish smirks on their faces.

Frightwig: "Now Ben, it's payback time! Shall we?"

Acid Breath: "Why not. Ladies first."

Frightwig nodded as she slowly approached the hero as her red dreads started to wave around. Ben thought it was all over from here on out. But just before the female freak could make the final blow, she was immediately hit by a blue beam of energy from the right. Acid Breath saw that happening right in front of him and turned his head to the direction of the beam that hit her. What he saw was Max Tennyson with a plasma-charging rifle in his hands, pointing at the stinky freak.

Max Tennyson: "Get away from my grandson you sickos!"

Acid Breath saw the grandfather and took abasive actions by taking a deep breath and was going to dissolve him away. But Max pulled the trigger and fired another plasma beam at the skinny guy, hitting him directly and sending him to the back end of a car. Thumbskull was completely shocked at what happened to his teammates he completely forgot that he was still holding onto Eye Guy. The alien hero got the opening he needed as he broke free from the muscle freak's hold and placed his hands on the back side of Thumbskull's head, performing a pull over toss. Once he was free from the hold, he joined his grandfather and was pleased that he came in the nick of time.

Eye Guy: "Boy am I glad to see you Grandpa. I thought I was a goner."

Max looked at his son and smiled at the response.

Grandpa Max: "Don't thank me. Gwen told me about the explosion and I had to go in and investigate."

Eye Guy: "Gwen? Where is Gwen?"

That's when he heard a familiar yet mature voice coming from behind him.

Adult Gwen: "Right behind you dufus."

Eye Guy turned around and knew who that voice belonged to. To his surprise, he saw a grown up Gwen with her hands on her hips. But what really got her attention was that she was wearing fashionable clothes she got from the store. That made him blink a couple of times before he could ask her a question.

Eye Guy: "What are you doing?"

Gwen tilted her head and answered his stupid question.

Adult Gwen: "Saving your sorry butt. What does it look like I'm doing? After the explosion, I had to head to grandpa and told him what happened. Be lucky that he was able to track your Omnitrix signal or you would've been good as dead."

Ben shook his head, knowing that that wasn't the answer he was looking for.

Eye Guy: "No not that. What I meant to say was what are you doing with that get up? That looks ridiculous on you."

The alien hero started laughing at the choice of clothes his now older cousin was wearing. Gwen had a nasty glare on Eye Guy and groaned at the bottom of her throat.

Adult Gwen: "For your information, this is the hottest fashion for young women like me."

Eye Guy: "Yeah right… It looked like you got it at some kind of thrift store or a garage sale. Never thought blue was still in fashion."

Adult Gwen: "Well if you were my age, I know you would find the hottest fashion for your taste. If you do have any taste in fashion to begin with."

Max listened in on the whole conversation and shook his head, realizing they will still fight even if Gwen was a different age. But as he looked at where the freaks are, he realized they were getting up.

Grandpa Max: "Ben, Gwen, now is not the time to be fighting over something like this. Right now, we got bigger problems to worry about."

Both Ben and Gwen turned their heads at the direction where their grandfather was looking at and saw all three of the circus freaks slowly getting up and had mean looks on their faces.

Frightwig: "That's it! No one's going to stop our crime spree, not even a little brat with an alien watch and his family! Let's get him boys!"

The two nodded as the freaks charged towards the family. Eye Guy saw them charging at them and knew that the time is now to finish this off.

Eye Guy: "Grandpa, take care of Acid Breath. Gwen, Frightwig is yours. I'll handle Thumbskull."

But before Eye Guy could move in, Thumbskull rushed in and speared the alien, continued to run right into the one end of the battlefield. Both Max and Gwen saw that and decided to follow Ben's advice after all. Max charged in and headed to Acid Breath with his gun at the ready while Frightwig pounced ahead and used her living dreads to attack Gwen. Ben's cousin immediately jumped away from the attack, missing the dreads by a couple of inches as the female freak continued with the assault. Now the real fight begins. Down as one side of the battlefield, both Eye Guy and Thumbskull continued to duke it out. They've exchange punches and kicks on any part of their body but the two didn't go down just yet. Thumbskull gave the alien a straight right punch to his face, but Ben was able to block it. Upon blocking it, Ben found an opening and used his knee to jab the muscle thumb right to the sternum. Thumbskull felt that and cried out in agony. Unable to move for a second, the alien hero took the opportunity and gave the freak a swift uppercut to the chin, sending the brute flying in the air and right into a line of parked cars. As he landed on the ground, cars flew around the crash and alarms started to blare. Ben thought he was taken care of and thought he should start helping the others. But before he could do that, he heard another crash only this time it was someone coming out of the mess. Eye Guy turned around and sees what just happened only to find Thumbskull still standing and holding what appeared to be a Hummer H3 over his head. The alien saw him having a pissed off look and lower his head to sigh to himself.

Eye Guy: "Oh man…"

Thumbskull grunted as he threw the Hummer with all of his might right at the alien. Reacting to this, Ben charged up his big eye on his chest and fired a huge plasma beam at the car. The beam hit the hummer with extraordinary force, causing it to explode and send parts flying all over the place. Once the smoke cleared, Ben thought he was out of the woods. But he forgotten about the opponent he was facing. When he looked down, he saw Thumbskull rushing at him with punched him right in the face. At the same time, Max was busy taking down Acid Breath by using the butt of his gun to hit him in the cheek. After that, he pulled the trigger and was going to blast him. But the skinny freak jumped out of the way before the energy blast was going to hit him and breathed out his toxic air. Max saw this coming so he ran for his life and the deadly breath followed him, disintegrating the asphalt along the way. As he was running, Ben's grandfather noticed the blockade of wrecked cars he was approaching. Thinking this through, he knew that now was the time to react or be burned away. He quickly jumped to the left and rolled out of the way second before the poisonous air hit the cars and dissolved them down the middle. Max then got up and pointed his Plumbers rifle right at the attacker. He pulled the trigger and fired a barrage of blue beams, but Acid Breath jumped and dodged each and every shot Max gave. The freak then landed on the hood of another car and spit out guncky saliva at the grandfather. But that saliva didn't hit Max, instead, it hit the front end of his laser rifle. Once it was on the end, the rifle started to dissolve away. Ben's grandfather noticed that and immediately tossed it away before the dissolving saliva would spread to him. As he threw it away, Acid Breath laughed maniacally at the pathetic actions of the former member of the Plumbers.

Acid Breath: "Ha! You think you can stop me old man? Why don't you head back to the retirement home take your medication?"

Max smirked at the freak, not letting him realize he has something up his sleeve.

Grandpa Max: "Sorry bud, but I'm not ready to retire just yet!"

In a quick second, Max reach to his back pants pocket and took out a futuristic pistol and was made of stainless steel metal. When he pointed it at the freak and pulled the trigger, a strange white energy beam came out of it and flew straight to him in blinding speed. When it reaches Acid Breath, it created a huge blast big enough to knock an elephant out. And that it did as Acid Breath flew after the blast and hit straight to a wall of the mall. The freak got a little dazed after the attack as Max twirled the pistol around his finger and blew on the front end, thinking it had smoke coming out of it.

Grandpa Max: "Now are you ready to retire now, or do we have to go at it again?"

While Max was finishing up, Gwen was taking care of Frightwig. The female freak used a barrage of attacks with her braided living hair to knock Ben's cousin off of her feet. Fortunately, Gwen was able to avoid all of those attacks by dodging and jumping with her karate moves. Not only that, but with her new grown up body, she is more flexible and agile then her old body. As Frightwig was about to use her deadly hair to hammer her to the ground, Gwen jumped out of the way somersaulted backwards in the air. As she landed a couple of feet away from the enemy, Frightwig was a little confused at who this person is.

Frightwig: "Gotta admit, you got the moves missy. But I never seen you before in my life. Who are you?"

Gwen smirked at that question and answered in the most drastic tones.

Adult Gwen: "Me? I'm what you would like to call your worst nightmare."

Frightwig took that as an insult and launched all of her dread straight to where Gwen was standing. Ben's cousin saw this coming as she positioned her feet and jumped up high in the air, just second as the hair was about to hit her. The black balls attached to her hair just missed the cousin as they sped to the car and hit it, making the alarm go off. Frightwig didn't know what just happened until she looked up and saw Gwen in the air and heading right towards her with a speeding straight kick to the face. The freak just got hit in the face and back up, leaving her completely dazed and her hair was waving around in every direction. Landing on the ground feet first, this gave Gwen the opening she needed. She rushed towards the female freak and gave her a couple of jabs and punches to the face and a couple of round houses to her sides and head. At first, she was doing all right fighting the crazy hair menace. But just as she did a spinning back roundhouse, Frightwig found an opening and used one of her dreads to wrap the Gwen's foot that was stationed on the ground. That causes Gwen to fall and landed on her back with a big thud. Gwen was a little shaken by the last attack she looked up and saw Frightwig with a devilish smile on her face and her hair waving around like they were ready to strike.

Frightwig: "Worst nightmare huh? You don't look like much."

She then raised her hands up and the dreads went up to one direction. That's when she threw her hands towards the grown up Gwen and all the dreads headed straight towards her. Gwen's only chance was to cover her hands and hope for the best. But just as she did that, something purple emanated on her hand. As she started to cross her arms, the purple energy spread in mid air and formed some kind of shield seconds before the dreads could attack. The red dreads hit the purple shield but didn't penetrate through it at all. Frightwig blinked her eyes a couple of times and was surprised at what just happened.

Fightwig: "Whoa… What the… How did you do that?"

Gwen slowly opened her eyes and realized she didn't get hit. What she saw was a purple shield that protected her from the impact. Gwen stared at the purple shield and wondered how she did that. She didn't chant any spells to begin with and she didn't bring her book of spells with her as well. For some reason, she was thinking that she needed protection and she got it. Starring at the shield, then at Frightwig, she smirked and gave her the answer.

Adult Gwen: "Just lucky…"

With the freak and little off guard, this gave Gwen the opening she needed. So she removed the shield in front of her and lifted both feet up to give the longhaired enemy two kicks to the sternum. Frightwig flew a couple of feet away from Gwen but landed on her feet and skidded to a complete stop. The freak looked at the young adult and was now getting angry at what she did. She stretched her hands out and her hair went into many directions, ready to attack the woman in any direction. Immediately, all of her dreads grew and flew to Gwen in every which way it did. Gwen saw this coming and jumped up in the air as the black balls attached to each dread hit the ground with an impactful thud. The dreads then flew up and followed Ben's cousin with righteous fury. Gwen did all that she could to block all of the attacks in the air, but it wasn't enough. As most of the hair hit her on every angle, the last one hit her right into the chin. Gwen started to fall and thought she was done for. But as she turned right side up, she landed on something very sudden. When she looked down, she noticed that she wasn't even on the ground. What else she noticed was that she was standing on a transparent square tile that was colored the same purple at the shield. Gwen was completely amazed by what just happened, the Frightwig was more upset then ever.

Frightwig: "Neat trick… Let's see what else you can do!"

The freak waved her arms around as her dreads headed back to Gwen for the finishing blow. Gwen, upon seeing that, immediately jumped away to the left as the red dreads hit the levitating floor tile, shattering it to a million pieces. But just as one tile got destroyed, another was created next to it as Gwen landed on it. Frightwig drew her hair back and launched another assault at the sorceress. Again, Gwen jumped away and created another tile behind her while the other one gets trashed. This continued on for about thirty seconds and Frightwig was getting really tired of this.

Frightwig: "Hold still will you! Can't hit you while you're moving around."

Gwen continued to jump and creating tiles around her to avoid the freaks attack, thinking of a way to take her out. If she has something to throw at her, maybe she would be able to get out of this mess. She tightened her fist in complete frustration but as she did that, she felt something completely warm around her hand. She looked at her hand while in the air and noticed a purple orb of energy encased around her hand. Staring at that, she smiled and came up with an idea. She landed on another floating purple tile and waited for Frightwig to guide another dread to her. To her luck she did that and the long strand of red hair with a black ball headed towards Ben's cousin. Gwen jumped out of the way before it could hit her but she didn't create any floor tiles. Instead she threw the purple orb she was holding and it flew toward its target. And that target was non other then Frightwig herself. The orb hit her in the face and was blinded for a moment. This gave Gwen the opportunity she needed to finish this. Instantly, more tiles were in front of her and they pointed downwards to form levitated stairs. She ran down the steps towards her enemy while the female freak was trying to rub the flash spots on her eyes, completely unaware at what was happening. When she was able to see and turned around to look at Gwen, she saw the sorceress coming down to her and did a spinning back heel kick to the freak's face. Frightwig was sent flying five feet away from the young woman and immediately landed on her feet to make a complete stop. She then looked up at her and was really annoyed at what just happened now.

Frightwig: "All right that's it! I'm going to teach you a lesson you will never forget!!"

She rushed towards the woman with her braids going out of control with a vengeance. Now Gwen was in trouble for sure. If only she could find a way to hold and contain her, then maybe she would be safe. That's when she remembered how she was able to focus on this new power she possess just now. So she started concentrating hard and thought of something that can hold Frightwig. To her luck five smaller purple orbs appeared at each of her fingertips as she position them to the female freak. Instantly, the orbs shot out and grew into long curvy lines, surrounding the longhaired enemy. Frightwig stopped and looked around at the strange lines and tried to take them out, but they were too fast for her to hit. Soon enough, they wrapped her around her legs, her body, and her lively hair. She tries to break free from their grip but the lines were too strong for her to penetrate. The magical lines then lift her off the ground and levitated up in the air, pulling her closer to Gwen. The young woman smirked at her success and asks the freak a question.

Adult Gwen: "So tell me, how do you like my powers now?"

Frightwig was going to say something, but one of the purple lines covered her mouth completely from talking. Even if she was able to talk, it wouldn't be anything pleasant. Gwen chuckled at that and shook her head.

Adult Gwen: "Thought so…"

Gwen then looked around to see how the others are fairing. To her surprise, they were having a hard time getting the other two freaks down. Ben, who was still in Eye Guy form, was still wrestling Thumbskull and using his big eye beam to knock him down while her grandfather was trying his best to fight off Acid Breath. Seeing all of this go down, she rolled her eyes around and sighed to herself.

Adult Gwen: "Do I have to do everything myself?"

She started to concentrate while lifting her other hand up in mid air, creating more magical purple lines that headed towards the two other freaks. Eye Guy continued to grapple Thumbskull with all of his might, finding any opening he can against the hulking freak. But just as he was going to find one, some of the purple lines came out of nowhere and wrapped around the freak's huge body, lifting him up in the air. Ben scratched his supersonic ear and was confused at what happened.

Eye Guy: "What the heck?"

At the same time, Grandpa Max was still fighting off Acid Breath with his energy pistol. He kept on firing and firing with all he could, but the stinky freak kept on avoiding the attacks as quickly as possible. He then jumped up to avoid a shot at his foot and landed on a damaged car. Acid Breath took a deep breath and was about to launch a whole load of toxic air at the former Plumber member. But before he could do that, one of the purple lines came up from behind him and covered his mouth completely. Soon after that, more lines covered the rest of his body and lifted him off the ground too. This made Max more confused then his grandson.

Grandpa Max: "What the…"

The two turned their heads to see where those lines were coming from. To their surprise, they saw Gwen holding the criminals up in the air, concentrating hard enough to keep them up.

Ben and Max: "Gwen?"

The two were completely amazed at Gwen saving their butts. But that turned into fear as they notice something incredibly wrong. While Gwen concentrated to keeping the lines intact, more lines came out of her fingertips and headed straight towards her family. This surprised both Max and Ben and they had little time to react. All the magical lines got a hold of the two and they lifted them off the ground. Now Ben and his grandfather were scared at what would happen next and tried to get out too. But even with an energy pistol and alien strength, they were no match for this powerful magic. So Max looked at Gwen and demanded her to stop this at once.

Grandpa Max: "Gwen, it's your grandfather! Whatever it is your doing, stop this at once!"

Gwen did listen, but she couldn't stop it. For some strange reason, this new power she posses is too strong for her to control. She immediately opened her eyes and they too were glowing bright purple, completely scared at this power.

Adult Gwen: "I can't!!!"

Suddenly, her entire body was covered in this strange purple aurora as blasts of energy emanated out of it, creating so much destruction by blowing up cars and ripping pavement apart. Even the magical lines that holds the freaks and Gwen's family and moving around violently, spinning them around in different places. Eye Guy was being thrashed the most as he hit the floor and cars when ever the lines move around. To that, he couldn't take it anymore and decided to take action.

Eye Guy: "All right that's it! Time to stop this once and for all!"

He used all of his strength to break up the lines that were covering his big eye and succeeded in doing so. The alien hero then charged up his eye to target his cousin. Max looked at his grandson and was perplexed at what he's up to.

Grandpa Max: "Ben, what are you doing?!"

Eye Guy: "What does it look like I'm doing? Saving our rear ends!"

Eye Guy's eye now got super charged enough to knock Gwen off of her feet. The eye then blasted a huge beam right at the sorceress hoping to stop this madness once and for all. But just as it was going to reach her, a shield appeared above her and protected her on instinct. Ben was surprised by all of this but continued to blast her anyways. The beam became much more powerful as the shield started to crack from the pressure. Eye Guy continued to assault, only to realize that the hourglass symbol was beeping red. Knowing what that means, the alien pushed hard to penetrate the shield.

Eye Guy: "C'mon, c'mon… Just about there…"

The beam kept on getting stronger and stronger as the shield crack to the limit. Finally, after all that effort, the shield break and the beam hit Gwen, causing her to fly away from the blast and hit the wall of the mall. This left Gwen in a temporary unconscious state as her powers faded. The thick magical lines faded away quickly, causing the freaks and the family to fall to the ground. The criminals fell on the floor and they too were unconscious while Eye Guy and Max landed on their rears. After they landed, a red light engulfed Ben and he was now back to his normal human self. After transforming back, Ben rubbed his back and felt incredibly sore.

Ben: "Ow… That hurts. Talk about cutting it short."

With the two still alive, they got up and approached a knocked out Gwen. Grandpa quickly checks her pulse to see if she's all right while Ben was next to him.

Ben: "Is she…"

Feeling a pulse, Ben's grandfather shook his head and gave him an answer.

Grandpa Max: "No. She's still alive. But she is unconscious."

Ben was glad that Gwen was still breathing, but was wondering about what happened.

Ben: "Hey Grandpa, you mind telling me what just happened. I never seen Gwen cast that magic before."

Max wondered that too. He believed he saw that before, but from where? Before he could figure it out, he heard police sirens from a distance. Turning back to see flashing lights not far from here, he knew now wasn't the time to find answers.

Grandpa Max: "I don't know. But we should leave right now before the police comes and ask questions."

To that end, Max turned to see a sleeping Gwen and picked her up. That's when the two flee the scene and headed to the RV while the police got there and wondered what happened to the parking lot.**

* * *

Done and done. Well this chapter is a little short. Though it did took long, a little short. The other would be short too, so basically all the good stuff won't be until we reach the end. Well I should get started on the next chapter, that and get ready for my trip to Miami. Please Review.**


	7. Secrets and Solutions

**Well, I'm back and ready for another chapter. Sorry it took a little long, there were things I have to take care of. First I had to be in Philadelphia Pennsylvania to attend a wedding. Then I had a trip to Greece for about a week. I gotta admit, having a long summer break after college could really put a lot out of you, even if it means a ten hour flight back and forth and a whole lot of fatigue. At least I'm back and have updated another chapter for this story. But first, let's see what happened at the last chapter. Got two reviews from both Cydra and Forte Kaimei and the hit counter reached about 135 hits. I'm liking where this story is going. Of course there were a few things that I kind of messed up. One was a few errors I've missed on that chapter, but I guess that happens sometimes and I always miss a few details. Another was the alien I choose for the battle, Eye Guy. Again, I never done much research on that alien and he barely makes appearances in the Ben 10 series, so I guess I could understand that sometimes I've always jump to conclusions and thought of him as a mutated version a Cyclops from the X-Men. So I apologize for that little mistake. Now for chapter seven of GTAGU. When Gwen woke up, she and her family need to figure out why she lost control of her powers. Even if it means getting help with the unlikely of people. Meanwhile Max realized where Gwen's new powers came from and it wasn't anything magical. Would he have the nerves in telling his granddaughter?**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Seven: Secrets and Solutions

_Gwen's POV_

_Argh… What happened? Where am I? Can't see a thing underneath all this blackness. Wait a minute… I can't even open my eye either! Am I dead? No it can't be. I'm still breathing right? I could feel air coming in and out of my lungs and my heart is still beating normally. Maybe I'm unconscious. That could explain everything. But how did I get this way? Let's see… The last thing I remember was battling one of Zombozo's freaks. And then I use this new power and… That's it! That new power! I seem to have lost complete control over it. Ah man… What have I done? I almost trashed the mall's parking lot and nearly got my grandfather and cousin hurt. But I didn't mean it. That new power I obtain made me loose control. I never use that type of magic before in life and it came to me so sudden. What was that power and how come I never use it until now?"_

_Ben: "Are you sure she's okay Grandpa? She has been sleeping for almost a day now."_

_Grandpa Max: "She'll be fine. After all the madness she had done, she deserves all the rest she could get. Still, she wouldn't be in this condition if you hadn't attack her in the first place."_

_Ben: "Okay, for you information, I was trying to save both of us from her. If I hadn't, we would've been knocked out just like Zombozo's gang of freaks."_

_Wait a sec… Those two voices… Ben and Grandpa? Suddenly, I could feel my eyelids moving. It's almost like they're beginning to open up. But the bright light is causing them to close tight. Got to readjust. Gotta see what's going on._

* * *

Normal POV

Gwen was trying to open her eyes once more. But once again, the bright light caused her to shut her eyes again, followed by a low painful groan. Both Ben and Max heard that and approached her sleeping on Grandpa's bed. After a couple of tries Gwen finally managed to open her eyes fully, adjusting to the light around her. When they saw her waking up, they sighed in relief as Grandpa asked her something.

Grandpa Max: "Gwen, are you all right? Can you speak?"

Gwen slowly looked at her grandfather and weakly smiled.

Adult Gwen: "I'm fine grandpa, just feel a little sore is all. What happened?"

Max smile faded as he tries to explain everything to her.

Grandpa Max: "You sort of lost control of your magic and nearly destroyed the parking lot. Not to mention taking us on a little ride you made."

Gwen understood that and took a deep breath to sigh to herself.

Adult Gwen: "Sorry guys. I was only trying to help."

Ben approached his cousin and had a warm smile on his face.

Ben: "Still, you did a pretty good job taking care of those freaks and saving our butts. Well, except for the whole loosing control part anyways."

Gwen turned her head to Ben and never expected him to act that way to her.

Adult Gwen: "You… You really mean it?"

Ben: "Sure Gwen. I mean, the way you used your powers was awesome. The way you shield yourself, those levitated floor tiles, that purple blast, even those string things that tied those crooks up. That was totally cool!"

Gwen eyes were wide in shock, realizing that Ben must've seen her fight.

Adult Gwen: "You mean you saw me fight the whole time without even me noticing it?"

Ben: "Hello? I was Eye Guy. I could see just about everything around me. And you certainly taught those Zombozo's freaks a lesson they will never forget. Still, that power you obtained was different then what you always do. What type of magic spells did you use to gain that?"

Gwen slowly got up and shook her head from sleeping too much and rubbed the temples of her head, trying to figure out her powers. But to her dismay, she didn't know any spells that triggered her new ability. She then looked at the two and told them the truth.

Adult Gwen: "To tell you the truth, I don't really know. I didn't cast any spells and conjure up any magic to begin with. All I did was think of something and it happened. Whenever I need to protect myself, a shield appeared and protected me. When I wanted to land on something now, those levitated floor tiles came and I landed on them. It's almost like whatever was in me acted on its own and was helping me the whole time. Though I find it quite strange that I completely loose control over something like this. I mean I used all of my spells before and that had never happened before. It's almost like this kind of power is new, foreign, almost alien for that matter."

Max listened in to what Gwen was talking about and could agree with her on that. Most of the time, she has to conjure up a spell to perform a different type of magic. But this is completely different then ever and he never seen anything like that before. In fact, it almost looks completely familiar. Rubbing his chin, he decided to leave the RV and have some time alone. As he turned around to leave, Ben and Gwen watched him and wondered where he was going. That's when Ben looked at his grandfather and wondered what he's doing.

Ben: "Hey Grandpa, where are you going?"

Max answered his grandson's question without even looking at him as he approached the doorway.

Grandpa Max: "Just going to get some fresh air. After what happened yesterday, I really need to catch a break."

He opened the door and left the Rustbucket, leaving two of his grandchildren a little confused at his moves. Ben then looked back at Gwen and asked her the question he was thinking.

Ben: "Okay… Do you know what's up with Grandpa?"

Gwen turned to see Ben and lifted her shoulders up for an _'I don't know'_ gesture.

* * *

Outside of the Rustbucket, Grandpa Max was sitting at the picnic table's bench, thinking about what just happened yesterday while looking at the sky on a hot summer day. It was hard for him to imagine the new type of power Gwen obtained. In fact he was surprised at the fact she was able to take out the entire Zombozo's freak team right before she lost control. She said that this magic she never even used before, let alone cast. But to Grandpa, that didn't look like any magic at all, let alone from this world. From what he could understand, this power wasn't from Earth, but something that was completely alien.

From what he could understand, those powers belong to that of an Anodite. Anodites are pure energy beings that use the mana around them to help manipulate these powers. He should know, because he uses to fall in love with one. During his Plumber days, he met with an Anodite called Verdona, the grandmother of Gwen Tennyson. Soon enough, it was love at first sight. They soon started to date for a few months then a year later got married. They even give birth to Gwen's father a few years later. Though they were the perfect couple, they have separate purposes to do, duties they cannot ignore. Verdona went back to her planet to reconnect with her Anodite roots while Max continued his campaign against Vilgax.

Though she was gone, there were doubts that Max thought that his son would obtain his mother's powers and abilities. Luckily, he didn't share the anodite gene and they were in the clear. But the moment Gwen and Ken came to the world, again Max was worried. Even Verdona came back to Earth to see if her grandchildren have a spark of her powers. Fortunately, the grandkids didn't had that power and the entire family sighed in relief.

Max had reason to believe that Gwen would be just an ordinary girl with a bright future ahead of her. But during the road trip through out the summer, she was starting to gain what appeared to be some kind of aurora within her body. That and with the help of a spell book she obtained, she used different magical spells and talents to help both himself and Ben out of tight situations. Max thought it was strange she would know magic, but he brushed that aside thinking that it didn't had anything to do with her alien heritage. But now that this happened, he was now having second thoughts. Those new powers Gwen had were very similar to that of her grandmother. And even that those were the Anodite powers, why didn't they emerge when she was born until now? Didn't it have anything to do with her human biology? Is it possible that this power would emerge when she hits puberty? Was she unprepared when she was conducting that spell that caused her to grow abruptly without any consequences? Yet after circling those questions in his head, another one came up. Is it possible that Gwen was in fact a budding Anodite, not fully mature to control her powers? Just as he was trying to find the answer for himself, someone interrupted his train of thought.

Ben: "Grandpa?"

Max looked down and saw Ben looking a bit confused at his grandfather.

Ben: "Are you all right? You look a little spaced out as of late."

Max could tell that his grandson looks concerned at what he was thinking. So he took a deep breath and talked to him in a calmly matter.

Grandpa Max: "Yeah Ben, I'm fine. Just thinking of something that's all."

There was a deep silence within the two until Max spoke up.

Grandpa Max: "Ben, can I ask you something?"

Ben looked at his grandfather and was a little confused at what he said.

Ben: "Um… Sure, I don't see why not."

Grandpa Max: "Have you ever wondered how Gwen was able to get her magic powers?"

Ben shrugged his shoulders and didn't have a clue about Gwen's powers.

Ben: "Heck if I know. Maybe she was born with it or something? I mean her powers started when she had that luck medallion on her and the bracelet she got back in Las Vegas made her a real hero. Why'd you ask? You want her to join the Hogwarts School for Wizardry?"

Ben chuckled at that joke he said while his grandfather didn't listen and thought about what he said.

Grandpa Max: "No, nothing like that. It's just that her powers she used yesterday… I think I've seen something like that before."

Ben's eyes grew wide when he heard Max said that right in front of him.

Ben: "Really? You mean you use to know a magician or a wizard before Grandpa?"

Grandpa Max: "No, not really… It's just that I've seen that power before back in my Plumbing days. But that power I saw wasn't anything magical. I think the powers she used were in fact alien."

Ben looked at his grandfather completely quizzically and was a little confused by what he said. After a brief moment in silence, Ben started to laugh hysterically at what Max had said and couldn't believe it.

Ben: "Very funny grandpa. Gwen an alien? That's rich!"

Grandpa Max: "Ben, I'm serious. What I saw yesterday wasn't from this world."

Ben: "Yeah right gramps. You think her magic powers came from an alien and not by family blood or magical transfer or something. Like that would really happen?"

Grandpa Max: "Well I do believe that's possible. I mean, she was able to attain some kind of magic in her blood and we have no idea where it came from. Even you yourself said that she was an alien a couple of times."

Ben: "I was only joking about that gramps. Besides Gwen is just only a normal girl. A normal girl with the gift of magic, but a normal girl none the less. We just gotta learn to accept that, no matter what happens. I mean you accepted me when the Omnitrix choose me to help people."

He then lifted his arm up and showed his Grandfather the Omnitrix wrapped around his arm. Max looked at the alien watch and sighed to himself.

Grandpa Max: "That's not the point. What I'm trying to say is that-"

Before the former Plumbers member could finish what he was saying, the two heard the loud voice from Gwen.

Adult Gwen: "Guys, can you come in for a second? I think we have a problem here."

Hearing that, Max decided to give up and got up off the bench.

Grandpa Max: "Never mind Ben. Guess I was thinking of something else. C'mon, let's see what Gwen wants."

He then left Ben and headed straight to the RV, leaving Ben completely confused and bewildered.

Ben: "Uh… Sure Grandpa, whatever you say."

Ben then got off the bench and followed his grandfather into the vehicle.

* * *

Inside the RV Gwen is trying to look through the spell book to see if there was some kind of magic that is connected to her new powers or a chance to reverse the acceleration spell. Sadly she couldn't find anything as she skimmed through page to page looking for an answer. As she was searching, both Max and Ben entered the Rustbucket and approached the dinning table where Gwen was sitting.

Grandpa Max: "Gwen, shouldn't you be resting by now? You did had a rough day yesterday."

Without even looking at Grandpa, Gwen kept on looking through the pages while answering his question.

Adult Gwen: "I know, I know… But I need to take care of something first."

Ben immediately sat on the sofa chair across Gwen and wondered what she was doing.

Ben: "And exactly what are you taking care of?"

Gwen glared at her cousin for a quick second then went back to her spell book.

Adult Gwen: "Well for your information Ben, I'm trying to find a spell that is somehow connected to this new magic I've obtained."

Ben: "And what did you get?"

Gwen deeply sighed and came up with an answer.

Adult Gwen: "So far, all I got is squat. All the magic spells I've been looking up is nothing close to or related with this new power. My guess is it must've come from another spell book I'm not aware of, or maybe it was part of the last spell I cast to make myself more powerful. Whether the case, I can't control this power unless I find a spell that can help me. And since there is none, then I guess I have but one alternative, reversing the last spell."

Max listened in and rubbed his chin, knowing what she was trying to do.

Grandpa Max: "You mean you want to reverse The Amplification Spell?"

Adult Gwen: "Well I have to. I don't want to be stuck in this body forever right? And besides, what am I going to tell my parents when we get back from summer vacation? _'Hello Mom, Dad. I'm back from vacation. What are you talking about? Oh, this body? It's really me, only a little older. You see, I was gifted with magical powers and used a spell book to help increase my talent. Turns out, that spell made my body grow twice as much and my powers are a little out of control. Have a nice day!'_ How am I going to explain that to them?"

Gwen's grandfather started to visualize that moment and realized that she has real good reasons to reverse the spell.

Grandpa Max: "Hmm… Good point."

Ben: "So did you find a way reversing what you done Gwen?"

Gwen's response was to close the book and shook her head in frustration.

Adult Gwen: "Unfortunately that too is squat. It seems that a reversal spell is impossible to find. It seems like this book doesn't want me to change something I cast in the first place. I'm going to be stuck like this for the rest of my life."

During this time of depression, Ben came with both an idea and a joke.

Ben: "Hey, why not go by a different name and stay with Grandpa. I can even tell your parents you are a little under the weather during the trip and is staying in my house for a while."

Ben's cousin looked at him with icy eyes and felt really upset by this.

Adult Gwen: "Are you kidding me?! First of all, if I want to change my alias, I would need to sign some documentation and papers, which is illegal for your information. Secondly, if you tell my parents that I was sick and living in your house, then they would come to visit me. And if they find out I'm not at home then they will start asking questions. Ever thought of that before you open your big fat mouth Tennyson?"

Ben's reaction to that was to stand up on the seat and waved his hands around.

Ben: "Whoa… Easy there missy! I was only fooling around is all."

Gwen then lifted her hand up and tightened it into a fist.

Adult Gwen: "You better be. If you make fun like that again, you're going to see how a true woman can fight."

Ben swallowed a hard lump in his throat, knowing that he didn't want to get pummeled by a now adult Gwen. As he was getting a little nervous, Max decided to break it up and brought them back to the task at hand.

Grandpa Max: "Enough you two. Let's not fight over something as simple as this. We just have to figure out a way in reversing this spell if we are able to get Gwen back to normal."

Gwen stopped what she was doing and understood what her grandfather meant. But she bowed her head down and felt like she was going to cry.

Adult Gwen: "Thanks Grandpa, but I don't know how to get myself back to normal even if I try."

Suddenly, Gwen lifted her head up and thought of a way in an instant.

Adult Gwen: "Unless…"

The two Tennysons looked at Gwen and had question marks on top of their heads, wondering what she got in mind.

Ben and Max: "Unless what? What is it?"

She then looked at the two and told them what she came up with.

Adult Gwen: "Unless we get help. The sorcerer who owned this book could help us find a reversal spell and get me back to normal in no time. If we find this person, we might be able to find a way to reverse this state."

Ben: "And where are you going to find this sorcerer. I mean the only person who obtained this spell book the last time was…"

Just this instant, Ben's eyes were as wide as saucers, realizing whom Gwen was talking about.

Ben: "On no… Not her… Anyone but her. Please tell me your not serious about this?"

She looked at Ben and has that confident look on her face.

Adult Gwen: "Oh I am serious about this Ben. If I'm ever going to be back to my real self, we need her help more then ever. Besides, she's the only person who knows more about magic then me and has more experience in this. We need to find her and ask for her help, even if it means we have to trust her."

Max could agree with her on that occasion, but there was a slight speed bump that his granddaughter has forgotten.

Grandpa Max: "Sound completely crazy enough to work. But do you know where are you going to find her? We don't even know where to begin."

Gwen thought about this for a moment, wondering how to find a sorceress. She then looked at the spell book and came up with an idea.

Adult Gwen: "I think I know where I could find her. If I can use my powers to locate her, maybe we could find her quicker. Just let me concentrate for a moment."

Gwen took a deep breath and closed her eyes to focus on the spell book. Suddenly her eyes opened and were glowing in a purple light. She then lifted her hand up and it too was glowing purple. In a matter of seconds the book started to levitate and was outline in a purple glowing border. She remained like that for a couple of minutes as the Tennysons watched in awe at what she was doing. Soon enough, the book drop to the table and her eyes went back to the normal, leaving a complete smile on her face.

Adult Gwen: "Got it! I know where she is. Grandpa, I need you on the wheel. I'll give you the directions."

She left the table and headed to the front seat, leaving both Ben and Max were a little confused at what just happened a few seconds ago. Max decided to shake that thought and headed to the steering wheel, trusting her granddaughter. At the same time, Ben slouched down on the chair and groaned to himself.

Ben: "Oh man… This is going to be a long day."

* * *

**That ends another short chapter, even if it took a little longer then expected. But don't worry, there's more of it on the way. On the next chapter, the Tennysons found who they're looking for. Problem is, she's in jail and they need to break her out of it. And you will never guess who they're busting out. Please Review.**


	8. Prison Break

**Been too long, been too long… Sorry about this long wait folks. Being busy, I barely have the time to get this chapter going. Hell, I had to do a few sentence on a couple of days. But now I get the chance to finally update this chapter on Fanfiction and in ARchives. But after working on this chapter, I realize something that I wasn't aware of. I had got a chapter where Gwen found a way to reverse her age. But after seeing, the character I'm going to use on Alien Force I can't do that chapter. So if anyone has any ideas on how to return Gwen to her normal age, I'm all ears. Otherwise, this story will be postponed until I get an idea. Anyways, it appears that the last chapter has been getting some good responses for a while. Got three reviews and 172 hits on the counter so I think I've been doing pretty well. Cydra of course knew that there wouldn't be a reversal spell in the book and also doubted the person the Tennysons are going to free will know. This reviewer also said that anyone who watches this shows knows who this person I'm talking about is. Good thing she's not telling anyone or it would've been a disaster. Forte Kaimei said that he couldn't wait for the next chapter to come too. A new author, TEAMJakeward101, is wondering if this person I'm talking about is either Charmcaster, Verdona, or some other OC. Well, you got your answer, because here comes another action packed chapter of GTAGU. The Tennysons have found the person they were looking for. Only problem is she is in a place that they are not allowed in. Now all they need to do is break her out of that place and ask for her help. Will they succeed? Read and see.**

**Chapter Notes**

**Before I go on with this story, let me say this to all of you. Yes, this character I'm talking about is from the Ben 10 series and not an OC. Ask for whom it is, I'm not going to tell you until you read to find out for yourself.**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Eight: Prison Break

The sun was starting to set in the country and darkness was beginning to fall. Down a long and stretching highway, the Rustbucket was driving smoothly through traffic without an act in hurrying. Inside the RV, the Tennysons were getting ready to find this person that could help him. Grandpa Max was at the steering wheel, driving to the location where one of his grandkids wanted him to be. Gwen was giving her grandfather directions, holding the levitated book covered in a purplely glow in one hand and eyes glowing the same color. Ask for Ben, he was doing what he is always doing, being lazy and complaining about something.

Ben: "Urgh… Remind me again why we need to find her?"

Gwen started to get a little irritated and explain it to Ben for the hundred billionth time.

Adult Gwen: "Because we need her help in reversing this stupid acceleration spell I cast. As far as I know it, there's no way I'm ever going to go back to normal any time soon. If I'm ever going to return to my old self, I'm going to need some expert help. Take this exit on the right."

Max nodded and turned right to exit the turnpike.

Ben: "But why her of all people? Why do we need her help? I mean there are other sorcerers around the country that could help. Why not find them instead of her."

Now Gwen was getting more irritated then ever as she responded in the worst tones yet.

Adult Gwen: "Because she has more experience in magic then anyone. Plus her grandfather is an all powerful sorcerer and she was the owner of this book of spells. If we find any other sorcerer or magician, they won't know much about the Amplification Spell. We need her help no matter what. Stay on the left lane, there's a traffic light at the end of the road. Make a left when you get there."

Max nodded and remained in the left lane, looking for the traffic light at the end. There was a traffic light after a couple of seconds and made a complete stop when the light turned red. As they were waiting, Ben came up with an idea.

Ben: "Hey, why not find the person responsible for writing the book? Maybe he or she can help us"

That's when Gwen laughed about this and shook her head.

Adult Gwen: "Yeah right, Ben. Find the person who wrote the book a long time ago. Like that ever's going to happen."

The light changed to green and the RV turned to the left to reach the destination Gwen wanted her grandfather to go. While they were driving straight, Gwen told Ben to situation they're in.

Adult Gwen: "Look Ben, I don't like this as much as you do right now. But we're in a major predicament as of right now. I have a body of an adult in college and my powers are out of whack. If I'm ever going to return to my old age and powers, I need to ask for her help to reverse all of this."

Ben: "But so we have to trust her? I mean after what she put us through, it's going to be hard asking for her help."

Adult Gwen: "We have no choice in the matter. This is the only person that has more experience in this magic then anyone. And if we are ever going to fix this we'll need her."

She looked at the spell book that was floating in a purplely glow and detected the person she was looking for.

Adult Gwen: "I got a lock on her. She's not far. Bear right!"

Grandpa Max did that as he beared the right at a small road in the interstate. The Rustbucket then drove down the middle of a dirt road, looking for whomever Gwen is searching for. After three long minutes of driving, Gwen snapped her eyes open after her long trance and got her presence.

Adult Gwen: "Stop right here! I could sense her closer to us."

Max pushed on the brakes and the RV made a complete stop. Once it was on park, all three Tennysons got out of the car and walked down the steep woods. Gwen was in the lead holding on to her book that was floating over her hands while Ben and their grandfather followed. As they were continue walking, Ben wondered about something and wanted to ask Gwen about it. So he opened his mouth and asked away.

Ben: "Uh, Gwen? Can I ask you a question?"

Adult Gwen: "Yeah, what?"

Ben: "How can you tell that this person we're looking for is around here? I mean, you think that book will help us look for her?"

Adult Gwen: "Quite possibly. I don't know much but, this new power I got seems to have an ability in tracking people or places by tracing their unique energy signatures through any object. Don't worry, I won't loose control over this technique."

Ben rolled his eyes around and knew this was part of her new magic.

Ben: "I should be worried."

Gwen sighed to herself and went back to her task at hand.

Adult Gwen: "Okay, from what I could tell, we are getting closer to her. According to this strange aurora from the book, she has to be…"

They made it to a clearing in the woods and were what appeared to be on top of a cliff. When they reach it, they could get a better view of where this person was. But when they looked at the view, they were completely shocked at what they saw. From a far away view, they saw what appeared to be a prison with searchlights spinning around. Ben's eyes were even wider when he saw this and turned to Gwen with a glared look on his face.

Ben: "A prison? This person we're looking for is in a prison?! Are you sure your new magic not malfunctioning again?"

Gwen looked at Ben and gave him her own glare.

Adult Gwen: "No, my powers aren't loosing control again. I'm certain this it where she is."

Max rubbed his chin and examined the prison from here.

Grandpa Max: "But it looks to me like she must be in trouble for whatever she was doing. If we are ever going to get her help, it looks like we need to get her out of that prison."

Ben immediately looked at his grandfather and gave him the bad news.

Ben: "Uh… Reality check grandpa, how are we going to get in? I mean this is a security prison for crying out loud. You got cameras monitoring the area, spotlights outside the courts, lockdowns all over the place, and guards watching twenty four seven. How are we even going to get past all of that?"

Gwen looked back at Ben and had an idea.

Adult Gwen: "That's pretty simple Ben. You go alien and enter the prison. We'll handle the rest."

Ben then turned his head to Gwen, thinking she was kidding about that.

Ben: "Are you serious? You want me to go alien and trespass into the prison."

Adult Gwen: "That's correct…"

Ben blinked a couple of times, realizing she was serious about this.

Ben: "Okay… Okay… And exactly which alien am I suppose to use to break into that place? Four Arms? Yeah, breaking in with him would be highly unnoticeable."

Gwen rubbed her chin a little and thought of another alien that could work.

Adult Gwen: "Hmm… Maybe… But I was thinking something on a smaller scale."

* * *

Deep within the prison walls, the guards were posted up throughout the area, making sure no one makes a daring escape. Two guards then approached the highly secured area noted for dangerous criminals and searched for the proper cell where their latest addition is being kept. When they were able to find it, one of the guards opened the peephole opening on the door and told the prisoner to go to sleep.

Prison Guard 1: "Lights out kiddo. Sweet dreams."

He flipped the light switch down to turn off the lights and closed the peephole door. The other guard felt a little unease by this and told the first one his feelings.

Prison Guard 2: "I don't know about this. You're sure this is a good idea keeping her here?"

The first guard looked at the other and told him to calm down.

Prison Guard 1: "Relax… The girl won't be going anywhere without her little tot bag. And even if someone breaks her out, who would you think is stupid enough to save her?"

The two guards left the area, letting their new prisoner have a good nights sleep, literally unaware of what would happen pretty soon.

* * *

In the outside courtyard of the prison, security was pretty tight, with spotlights scanning and guards with watchdogs patrolling the area. Within the walls of the courtyard, something was slowly coming out of a crack in the ground. After a quick squeeze and snug, the thing was able to get out of the crack and quickly hide behind a stack of barrels, peeking to see what it was up against. Of course this thing wasn't much of an animal, it's not even from this world either. It was in fact an alien, the smallest alien you would ever seen. It almost looks like an alien you would see in those cult movies with the gray skin, the large inhuman eyes, and the thin fingers and toes. It was wearing a white jumpsuit with a black stripe down the middle and on its back is a circular metal object with an hourglass symbol on it. Of course this was pretty obvious that this thing is one of Ben's aliens from the Omnitrix named Grey Matter, the smallest yet highly intelligent alien in the universe. The alien checked the area and started to sigh to himself.

Grey Matter: "I can't believe I'm doing this… It's one thing putting a criminal to jail, it's another thing busting a criminal out. Gwen certainly is over her head on this one. And I thought I was the only one that gets into trouble. Oh well… Might as well get it over with."

He kept on looking around the court and realized it's not going to be easy. With guards watching over the area and camera's searching, freeing this person's going to take some work let alone entering the prison itself.

Grey Matter: "Hmm… How am I going to get into that place without being detected?"

He continued searching the place until he turned back and saw a pipe that goes up to the top wall. He then traces the top wall and saw a column watchtower where guards are under alert and a spotlight checking the courtyard. He then noticed a vent grill the extracts air out of the duct. Upon looking at that, he smiled and came up with a way in.

* * *

Outside of the prison and out of sight, both Max and Gwen were waiting for Ben to get in and quite possibly disable the security system. Ben grandfather was getting a little nervous at the fact the Ben was trying to break into jail and getting someone out. Think about that, he looked back at his granddaughter and asked her a question.

Grandpa Max: "You're sure this was a good idea sending Ben down there all by himself? We are talking about a prison you know."

Gwen rolled her eyes around and answered the former Plumber member.

Adult Gwen: "Don't worry about it Grandpa. Ben can handle any situation with that Omnitrix on his arm. Besides, he's Grey Matter right now. An alien that small won't get caught."

Grandpa Max: "Yeah, until the Omnitrix times out."

Gwen smiled about it and laughed it up a little bit.

Adult Gwen: "I'm pretty sure that it would last long enough to have him reach the prison and deactivate the system."

A few seconds after she said that, her cell phone started to ring. She look down and took her phone out of her pants pocket just to see who it was from. He looked at the phone's screen and it said it was from an unknown caller. The phone continued to ring as Max looked at Gwen and had an irritating look on his face.

Grandpa Max: "Will you please shut that phone off? You're going to get someone's attention."

She looked back at Max and apologized.

Adult Gwen: "Sorry Grandpa. It's just that I don't know who's calling at this moment. Let me take care of it."

She left Grandpa Max and headed to a private area where she could get the call. Once she's someplace secluded, she took her cell phone out and looked at the screen while it was still ringing. Looking at this strange call and sighed to herself and wondered who its from.

Adult Gwen: "Now who could be calling me at this time?"

So she hit the call icon on her dial and placed the cell to her ear to see who was calling.

Adult Gwen: "Hello? This is Gwen Tennyson. Who's this?"

That's when she heard a voice that was completely familiar.

Jason: _"Hey Gwen, remember me? It's Jason."_

She immediately dropped her phone realizing that this person who was calling was none other then Jason, the guy she met at the mall before the attack. Gwen was quite surprised by this, not realizing that he would call. She didn't even remember how he got her phone number in the first place. As all of those thoughts were swirling in her head, Jason tried to contact her again.

Jason: _"Hello? Are you there Gwen? Answer me? I heard a thump on the other end. What happened?"_

Quickly, she picked up the phone and started to talk to Jason, making sure her grandfather wasn't listening.

Adult Gwen: "Jason? Why are you calling me? And how did you get my number?"

Jason: _"Isn't it obvious. You gave me your number on a piece of paper the moment you dashed off. Speaking of which, why did you leave in a hurry. Was there an emergency or something?"_

Gwen blinked a couple of times, completely forgetting that she wrote her number on a napkin when she heard the explosion and was in a hurry to help Ben and Grandpa. Taking a deep breath, she responded back on the receiver.

Adult Gwen: "Yeah, something like that. It's pretty much a long story. But everything's taking care of."

Jason: _"That's good to hear. Listen, about the reason why I'm calling you. You see, I like the time we had together today and I was thinking if we could go out on a date tomorrow night. What do you say?"_

Now Gwen's face was completely red like a tomato. She didn't expected a young man around her age, let alone one taking her out on a date the moment they met. She was sweating incredibly hard as she tried to say something with her quivering mouth.

Adult Gwen: "Um… A- A date? T- To- Tomorrow night?"

Jason: _"Yeah. Is there a problem with that? You're not doing anything tomorrow night, are you?"_

Gwen was about to say something until she heard Max's voice from the distance.

Grandpa Max: "Gwen, what's taking so long?"

Gwen look back at where her grandfather was and realized she has to do this quick before he gets suspicious. So she went back to the phone and responded as fast as she could.

Adult Gwen: "No, of course not. Tomorrow night seems good."

Jason: _"Excellent, I'll go and pick you up. Which hotel you're staying at?"_

Adult Gwen: "Actually, my family lives in an RV. We sort of spend our time round trips throughout the country on our summer vacation. It's called the Rustbucket. Don't ask, Grandpa has his reasons calling it that. It's the RV with all the antennas on the back of the roof. You can't miss it."

Jason: _"Well, there's only one trailer park in this town, so it would be easy to find it. All right then, I'll see you tomorrow. Bye."_

Gwen sighed to herself and decided to let it go anyways.

Adult Gwen: "Yeah, bye."

She hung up the phone and headed back to Grandpa Max before he would decide to find her. When she met up with him, he had a sternful look on his face.

Grandpa Max: "Well, who was it you were calling?"

Gwen didn't want his grandfather to know what just happened. So she decided to lie about it for a bit.

Adult Gwen: "Oh, it's no one. Just someone who got the wrong number is all. So, any progress yet from Ben?"

Max looked back at the prison and noticed nothing hasn't happened yet.

Grandpa Max: "I'm afraid not. Though Ben was able to sneak into the outer courtyard, there no telling on what would happen if he tries to get in. Not to mention that Ben's watch does have a time limit."

Adult Gwen: "Don't sweat it grandpa. If there is someone that could do the impossible, it's gotta be my brainless cousin."

* * *

And speaking of brainless cousin, Ben as Grey Matter came up with a way in sneaking into the prison site without being detected. He was climbing up a pipe attached to the wall in an attempt to reach the top of the concrete fence and head on over to the ventilation duct. Though he had a few problems with the spotlights all around him. But luckily he was able to avoid all of them and hide behind other objects in hope that they pass him. Finally, after a couple of huge climbs he was able to reach the top and took a good look at the view within the court.

Grey Matter: "Well that was easy. Now all I have to do is get in the prison."

He looks to his right and found the entrance duct in one of the watchtowers. He then ran quickly to the tower itself and used his small gray hands to remove each screw of the duct. One they were all gone, he opened the duct and sighed to himself.

Grey Matter: "Oh man… I just hope that the omnitrix doesn't time out on me in the vents."

With a bit of hesitation, he entered the ventilation shaft and traveled throughout the system. He had a hard time going through one shaft after another, trying to find his way around the place. After a few short minutes, Grey Matter started to hear people from below him. He couldn't tell because all he heard was mumbling, so he spotted a grate vent not far from him. As he approached the grate, he listened in to hear what appear to be two guards walking.

Prison Guard 2: "But, are you sure she's not going to get out of there?"

Prison Guard 1: "Sector 5? She won't be getting out any time soon. Unless she has help getting out from the outside, which I find highly unlikable."

Grey Matter listened in to that conversation and was pondering at what the guards were saying.

Grey Matter: "Hmm… Sector 5 huh? I wonder if she's there?"

He looked around through the ducts to see where Sector 5 is. Fortunate for him, their were numbers painted through out the ducts, which make it a lot more easier in searching for this person. He then spotted a number that was marked _'5'_ and was pointing to the left. He ran to the end of the duct and turned left, hoping to find this prisoner and get her out of there quick.

* * *

Meanwhile, in the security room in Sector 5, a lone guard was looking through the security monitors to see if there was any abnormal activity. So far, there was nothing to report. Just another boring night in the security field. Just then, he heard someone coming out of his walkie-talkie.

Prison Guard 3: _"Sector 5, come in… Got anything to report?"_

The security officer picked up the walkie-talkie and responded back.

Prison Guard 4: "Nothing to report so far. Just another day in the office as the old saying goes."

Prison Guard 3: _"Well, just keep your eyes on the monitors. Though the place looks quiet, there's no telling what would happen."_

Prison Guard 4: "Copy that."

He turned off his walkie-talkie and sighed to himself.

Prison Guard 4: "Like anything here ever happens. Phff… This is a waist of time. Nothing goes on around here except the occasional rat invasion." _yahn…_ "You know what, I think I needed a bit of a rest, since there's no activity as of yet. Hey, it's not like something bad is going to happen if I doze off."

With that said, the slanted back on his chair and slowly closed his eyes, dozing off to sleep. Unfortunately, he picked to sleep at a very bad time. For what was going to happen next would be a huge break out, minus the huge. The moment he went to sleep, the grate in the vent on the floor slowly opened up and out popped Grey Matter, who made it into Sector 5 without any interruption. He looked around the area to see if the coast is clear.

Grey Matter: "This looks like a security station for Sector 5. Now all I have to do is to find-"

But when he looked up to see the security terminal, he got startled by a guard on duty. At first Ben thought he was going to get caught and the plan would completely backfire. But upon closer observation, he realized that this guard was actually asleep on the job. Ben was completely relieved by this and took a deep breath of comfort.

Grey Matter: "Whew… He's just sleeping. For a second there, I was going to get caught in the act. Well, at least I won't have a problem with his guy. Now to find where she is?"

The small alien jumped up to the security terminal and pushed a few buttons to find this prisoner. After a couple of checks, he found this prisoner and looked at the number on the corner of the monitor. He scanned the number and rubbed his chin for a bit.

Grey Matter: "Hmm… 5-22 heh? Well at least I know where she is. Now to let Gwen and Grandpa into this place."

He started to ran back into the vent and closed the grate just so that the guard won't know he was there when he's awake. Once in, he started searching for the way to the power generator.

* * *

Back outside the prison, a lone prison guard was on outside duty scanning the forest area for any unsuspicious activity. He looked through the trees and foliage, and so far nothing out of the ordinary. He took out his walkie talkie and gave main command the down low.

Prison Guard 5: "This is Unit 10. Nothing to report so far."

Prison Guard 3: _"Understood. Continue with your patrol."_

Prison Guard 5: "Roger command. Signing off."

The guards continued on with the search, feeling more bored then ever. He was heading to a small road that goes past the prison to see if there was anything out of the ordinary. But then as he made it to the road, he noticed something quite odd. On the road was a parked RV with many antennas in the back. That RV is in fact Max's Rustbucket. Looking at this, he took his walkie-talkie out and told command what he saw.

Prison Guard 5: "This is Unit 10 again. I got a vehicle parked in the road not far from here. It looks like an old RV around the 1970s, looks pretty banged up."

Prison Guard 3: _"Is there anyone inside the vehicle?"_

The guard checked to see if anyone was in the RV. After looking through the windows, the guard responded back.

Prison Guard 5: "Negative. No sign of anyone in the RV."

Prison Guard 3: _"Then start your search immediately. Who knows if there are criminals trying to get someone out of jail."_

Prison Guard 5: "Copy that. Unit 10, out."

The guard shut his radio off and began his search for any missing people. Just as he got started, he noticed a trail of three footprints heading through the forest, the very direction the prison was. Worried about this, he started to follow the trail and see who was dumb enough to sneak into the place.

* * *

While the guard was following the footprints, both Gwen and Max were waiting patiently, hoping that Ben would get through without any trouble. So far, there was no sign of any progress yet, since he's Grey Matter and he was in the prison for God knows how long. Gwen silently stomped her foot a couple of times, getting a little impatient in the process.

Adult Gwen: "Argh… What's taking Ben so long? He was supposed to cut the power in the prison by now. I betting he's wasting our time right now."

Max could tell that his granddaughter was a little impatient by all of this. Even in her adult form, she does have the tendencies to get a little aggravated by the long wait. So he started to calm her down for a bit.

Grandpa Max: "Calm down Gwen. Indeed Ben is taking his time, but he has his reason for it. He is entering a prison and he doesn't want to get caught. Just give him a chance. I'm sure that he's heading to the power generators right now."

Adult Gwen: "Yeah but still, he has to hurry up. The last thing I want is to get caught."

Just the moment she said that, a flashlight peered on the two and there was a voice from right behind them.

Prison Guard 5: "FREEZE! Nobody move! Now put your hands over your heads and slowly turn around.

Both Gwen and Max heard the guard and followed everything he said. Once they put their hands over their heads and turned, Gwen sighed, realizing that she spoke too soon.

Adult Gwen: "Why did I have to open my big mouth?"

* * *

Back in the prison, Grey Matter continued to journey through the vents searching for the power station that keeps the facility online. Unfortunately, he was having some trouble looking through the vent's signs as to where the power generators are. Going through one vent after another, he stopped in his tracks and took a deep breath.

Grey Matter: "Geeze, what's wrong with this place? They could put sector numbers throughout the place, but they can't put the name of the power generators anywhere? Ah man… I just hope the Omnitrix doesn't time out on me any moment now."

Ben started to sit down and tried to figure out what to do from here on out. Just as he was going to give up, he heard a strange humming noise. It was a little faint, but he could hear it pretty well. He could also feel a strange vibrating sound on his feet as the vents shook a little bit. Hearing and feeling that, his head lifted up and realized what it was.

Grey Matter: "Wait a second. That sound like some kind of small turbine. And when there are turbines, then there could be generators nearby!"

He kept on hearing the turbine sound just to see where it is. Finally, after a few seconds, he turned his head to the right and knew where it was.

Grey Matter: "Bingo!"

He ran down the right part of the vent and made a quick left turn when he reached the end. After a couple of turns and twists, he reached the end of the vent and opened up the grate that was blocking his way. After removing the screws on each corner, Grey Matter opened the grate up and noticed he entered the generator room. The small gray alien was amazed at what he saw as the turbines he heard were huge under his prospective and he didn't come prepared when the room is super huge and there were so many turbines. Probable guess is that he didn't have much a schematic on the prison structure, let alone what the room was like. But shaking that thought, he has to continue with Gwen's plan.

Grey Matter: "Okay, this must be the generator room. Now all I have to is find the control room to shut off the main power."

He scurried down the long corridor and started searching for the control room. But be that with a bunch of huge generators, it was difficult finding the place that operates the generators. So he looked at one of the turbines ran up to it, climbing up the metal surface with his small hands and feet. Once he made it to the top of the generator, he got a real good view of the area. After much searching, Grey Matter found the control room that could shut off the main power. The only problem is that it's on the right side of the room, the opposite direction as to where he was. He looked around and tried to figure out how to get there from here. That's when he looked up and saw a lone power cable over his head. Looking at the wire, he came up with a way in reaching the control room on time.

* * *

Back to Gwen and grandpa, the two were in big trouble. Not only that Ben hadn't got the generators for the prison off yet, but a prison guard caught them. Now things get completely complicated. The guard slowly approaches the two and wondered how they got around the outside in the first place.

Prison Guard 5: "What are you two doing here? This is a restricted area and no one is permitted around here except security officers. State your purpose right now."

Max slowly approached the guard and started to explain what they're doing there.

Grandpa Max: "Sorry if we're intruding, but we got lost on the way to the intersection. We were trying to reach Lexington-Fayette and I thought it would be a great idea to take a shortcut. Now we don't know how to get out of the forest."

The guard looked at the former Plumber and was a little suspicious about him. No would never go through the abandon road where the prison was since it was constructed and they would be foolish to think of taking it as a shortcut. Not only that, but Lexington-Layette is on the other side of Louisville. This all sounds like a lie to him. But by the way it looks, they seem to be two travelers looking a little lost. Though it might be a bit of baloney, he thought he could help him until something suspicious happens. He approached the two and told them to relax.

Prison Guard 5: "All right, you two could calm down. Let me help you."

Both Gwen and Grandpa Max lowered their hands as the guard started to give directions to the Plumber. At the same time, Gwen took a quick peek at the prison and whispered to herself.

Adult Gwen: "Hurry up Ben. Before the officer gets too suspicious."

* * *

Ben could've heard her before, because he was so close to reach the generator control room and shut down the entire facility. He was on top of one of the power cords in his Grey Matter from and was halfway to the control room. He was slowly walking down it in a trapeze way and was getting a little nervous on what would happen if he slip and fall. He was sweating, not wanting to fall since he was so close reaching to his destination.

Grey Matter: "Okay, almost there… Just a bit further…"

He slowly stepped foot-by-foot, inching closer and closer to the room. But just as he was getting there, his foot got caught with the other and immediately trip, falling off the power cord. The moment he fell, his deformed hand quickly grabbed the cord as fast as he could. Luckily, he was able to get a hold of the cord, but was dangling from the long fall from where he was. He looked down at the ground and swallowed a deep lump.

Grey Matter: "Great, almost fell to my death. I bet Gwen and Grandpa are relaxing right about now."

* * *

Unfortunately for the two, they were having their own type of trouble. They got caught by one of the prison guards and were trying to get him off their backs. So far, Grandpa Max was giving off the whole lost bit a try and it seems to work, but that wouldn't last long. As the cop was giving directions to the former plumbers member, Gwen thought of another strategy to avoid this sudden debacle.

Prison Guard 5: "Now to get to Lexington-Fayette, you need to go back to interstate 64. You just have to take the south side and go past Louisville to get there though. Just follow the signs and you'll be all right."

Grandpa Max: "Thanks for the help. I thought we won't be able to get to the town in time."

Prison Guard 5: "Don't mention it. I'm always here to help. You know, it's kind of strange that you two were heading to Lexington, be that it's on the opposite end of the state. I heard a lot of people get lost before but this one takes the cake. What happened to you two anyways? GPS got broken or something?"

Max thought this through fast and decided to answer him anyways.

Grandpa Max: "Yeah, you could say that."

Prison Guard 5: "All right then, I think I can let you go now. Perhaps I could escort the two of you out of the woods. It's a very dangerous place out here at night. You may never know if there are any escapees on the loose."

Grandpa Max: "Oh no, it's okay. We can go by ourselves."

Prison Guard 5: "No, it's all right. You two are in need of protection being that you're in the woods in the dark. Can't be safe out here without the proper protection, you know what I'm saying. Come, let me take you two back to the RV."

The guard was about to escort the two back to where he found the Rustbucket. At the same time, Gwen was now nervous. Ben hadn't gotten to the main power grid to shut it down yet and now this officer is getting her and her grandfather out of the area. She had to think of something fast before its too late. That's when she came up with an idea.

Adult Gwen: "Wait!"

The guard turned to look at the young woman and wondered what she wants.

Prison Guard 5: "What is it this time young lady?"

Adult Gwen: "We can't leave just yet. My little brother hasn't returned yet."

* * *

Back at the power generators, Ben, A.K.A. Grey Matter, managed to get back up to the cable and slowly approached the station that operates the entire place. He slowly yet carefully tight walk his way to his destination, hoping that he doesn't fall off again. Finally, after minutes of balancing and walking, Grey Matter made it to the entrance.

Grey Matter: "Phew… Made it. Now to find a way into the control room."

He checked the wall to see if there were any open cracks or vents anywhere, but unfortunately there were none. The alien rubbed his chin and little and pondered how to get in.

Grey Matter: "Hmm… Looks like there's no other way getting in except the door. But I can't just get in without behind spotted. How am I going to do that?"

That's when he noticed the door opening and one of the assistants was coming out of there. He was approaching what appears to be boxes of material, non-hazardous materials, and taking them into the control room. After taking one box into the control room, the gray alien had a small smirk on his face.

Grey Matter: "I think I got an idea…"

* * *

Back out of the prison, both Gwen and Max were still trying to get the officer off of their back. Grandpa Max tried to get him out of the way with the whole getting lost bit, but the guard wanted to escort them back to the RV. So Gwen does her part to get the job done. The guard looked at the young adult very quizzically and was surprised by this.

Prison Guard 5: "What?!"

Adult Gwen: "You heard me. My littler brother hasn't come back yet."

Of course this person she was talking about was her cousin Ben. Since her spell mishap, her grandfather told her to pretend to be Ben's big sister. And since he's not here because he's infiltrating the place, Gwen has to come up with a really good excuse.

Prison Guard 5: "And where is your little brother? I don't see him anywhere around here."

Adult Gwen: "He's uh… Taking a leak. That's right. The bathroom in the RV is busted. The toilet gets clogged up every now and then. He had to go someplace private so that he could do his business. You gotta go when you gotta go right?"

The guard rubbed his chin and was a little suspicious about this.

Prison Guard 5: "If he wanted to go so bad, then why didn't you or your grandfather over here didn't come with him? Like I said before, this place is dangerous if there's an escape con on the loose."

Adult Gwen: "Yeah, that… Well, I'm pretty sure he can take care of himself."

* * *

Heading back to Ben, he still has this idea he can get into the Generator's control room. A few minutes after his plan, the same assistant came out of the entrance and headed to the stack of boxes that were waiting to be stored. Once he picked up one of them, he returned to the room and closed the door behind him. Once he placed the box next to the other boxes, he left the area and went on with his work. What he didn't know was that what he was carrying was in fact unregistered cargo. The moment he left, the box started to move around as if someone was trying to get out of it. And low and behold the lid of the box blew open and flew in mid air. Within seconds, out popped Grey Matter, completely covered in printing paper. He took a deep breath getting some fresh air and shook his head.

Grey Matter: "Urgh… That was the worse idea I had in my life. Who would've thought that burying underneath paper could really suffocate you?"

The gray alien then looked around and noticed that the place was huge. There were multiple terminals within the area monitoring the power and emergency units and small workstations for workers who are on duty. Observing the place, Ben got right back to reality and cranked his neck.

Grey Matter: "All right, back to the task at hand."

He jumped out of the box and proceeded to the controls where the generators are operating.

* * *

Outside the prison, the security guard is getting a little suspicious on this woman. He slowly approached her and was cautious through out the conversation.

Prison Guard 5: "You know, you're starting to get a little wary as of late."

Gwen gulped a little bit and was now getting worried about this.

Adult Gwen: "Um… What do you mean by that?"

Prison Guard 5: "Well, there's the fact you and your grandfather is in restricted territory, you're getting a little nervous, you didn't tell me your little brother is with you until now, and saying that he's taking a leak in the middle of the forest without any protection. From what I could tell, you're trying to hide something from me. Now you're not trying to find a way getting into the prison without me knowing it are you?"

Now Gwen's getting more nervous then ever. She didn't expect this officer to get suspicious this quick. She then tried to reason with him.

Adult Gwen: "Now what makes you think we're doing something bad around here? We're just a bunch of tourist all lost in the woods and all. We're not doing anything criminal."

* * *

While Gwen was being interrogated, Ben was getting closer to the terminal that operated the main power of the prison. So far, he was able to avoid detection from the employers and maintenance staff throughout the place and hid in every corner imaginable. After a couple of avoidances and quick thinking, he saw the terminal right before his eyes. It was a huge and wide terminal with a lot of high tech buttons and video monitors that check the area in and out of the prison. There were also gauges and thermostat systems that help keep the main power in check and not to overheat or worse. Looking at the main terminal, Grey Matter smiled with his alien like teeth.

Grey Matter: "There it is… Now all I have to do is to find a way to shut the place down."

He waited for the right moment to see if his path is cleared. Once no one was around, he scurried in a fast pace and made it to the other side where the terminal is. He then sneaked around to get to the back of the terminal. Once there, he looked up to see what he could use. He could see the various wires and cords connected from the terminal to the wall and wondered where to start.

Grey Matter: "Hmm… Let's see… There's got to be something that might shut the prison's security down. But where to start?"

He kept looking around to see where to begin the shut down. That's when he noticed the opening in the back that goes into the terminal itself. Smiling about this, he ran to the opening and slipped in. Once in, he saw all the circuitry and mechanics within the terminal and was completely perplexed, even for a shot yet smart alien.

Grey Matter: "Whoa… That's a lot of high tech stuff."

Observing all of this, he cracked his knuckles and straightened his neck out a bit.

Grey Matter: "Well, better get to work."

He climbed and jumped all over the inner terminal, seeing what he could do to shut down the security and main lighting. Once he found something that was important, he started rewiring the circuitry and bypassing the motherboards. So far, he's almost finished, and just in time too…

* * *

Because back out of the prison, Gwen was being interrogated in the worse of ways.

Prison Guard 5: "It's pretty much obvious that the RV that's left unintended is a dead giveaway. And the fact that you two were watching the view of the prison itself is hard to miss. Plus, the fact your brother taking his little privacy without the two of you supervising sounds almost like you're letting someone sneak in the prison in the first place. No doubt this is evidence that you two are up to something. Are you sure you're not distracting me from something."

Gwen continued to get sweated out when she listened in to what the guard was saying. She didn't expect the guard to know so much and was getting to the conclusion that they're planning something pretty big. She was running out of ideas fast as she tried to make one more ditched effort.

Adult Gwen: "But it's true! We're just lost and we're waiting for my brother to finish with his business. You think I'm making all this stuff up as I go? Do you expect us to be criminals? I mean what other proof do you need?"

* * *

Back to Grey Matter…

Grey Matter: "All right, this is good enough."

The gray alien looked around and was pleased with his work. Most of the wires were connected differently, and circuits were arranged, and the motherboards were switched around. In front of him was a red button he made with random things he detached during the whole fixer upper. One push of that button and both the security and main power of the prison will shutdown instantly. Ben rubbed his hands together and was getting ready for the moment he was waiting for.

Grey Matter: "Okay, time to shut this bad boy down!"

After all that trouble, Grey Matter used both of his hands and pushed the button down real hard. At the same time, the terminal was beginning to act up, as the people in charge of the terminal were a bit perplexed at what they were seeing. All the security monitors went static completely and the generators were malfunctioning. Suddenly, the lights all over the prison began to flicker and turned off in an instant. Even the searchlights shut down as the entire prison was in complete and utter darkness.

* * *

At the same time, Gwen, Grandpa Max, and the prison guard saw all of this go down and were completely stunned. The officer then turned to see Gwen and was completely furious.

Prison Guard 5: "I knew it! I knew there is something fishy between you two! You're helping an escape convict get out of prison."

He quickly went to the radio and called for back up.

Prison Guard 5: "Command, I got two suspects here that appear to be helping-"

Before he got the chance finishing at what he was saying, Grandpa Max grabbed him by the shoulders, turned him around, and gave the guard a knockout punch to the face. The officer quickly fell on the floor and was lying there unconscious.

Grandpa Max: "That otto shut him up."

Gwen looked at her grandfather and nodded for a thank you. She then looked up to see the darkened prison yard and sighed to herself.

Adult Gwen: "Smooth move dufus… Picked a good time shut down the prison then now."

Grandpa Max: "Well at least he was successful. Now we just need to get this person and leave this place quickly."

The moment he said that, the two heard a call coming from the unconscious guard's walkie-talkie.

Prison Guard 3: _"Attention all units, we got a black out throughout the prison. All units must check all cells and make sure no prisoners haven't gotten out yet. Be advised, most prisoners are extremely dangerous. We also got reports on intruders outside the prison walls. I need guards to search through the woods ASAP. We can't let any prisoners escape!"_

Gwen and Max listened to the communication and realized they were in trouble.

Adult Gwen: "Sounds like they're on to us. We have to move quickly!"

Gwen looked down at the unconscious guard and came up with a really good idea. She started to bend down on one knee and began stripping off the guard down his underwear. Her grandfather noticed this and was a little confused at what she was doing, so he looked up and asked her a question.

Grandpa Max: "Exactly what are you doing young lady?"

Adult Gwen: "Well someone has to go in there and get her. And since it will only be a matter of time before Ben's watch starts to time out, I'm going in undercover and get Ben and our new helper."

Grandpa Max: "And what would happen if you get caught?"

Adult Gwen: "I'll try to be as low key as I could. Just get in the Rustbucket and be ready for us when we get out of the prison."

Max didn't like this part of the plan one bit. Not only does Gwen had to go undercover quick, but he also had to get Ben and their person of interest out of the prison. Not only that, but he has to pick them up as close to the prison as he could. This wasn't going to be easy. But he doesn't have the choice in the matter, right?

Grandpa Max: "All right, I'll get the Rustbucket as close to the prison as I could. You and the others better be there when I arrive. And Gwen, please be careful…"

Gwen looked at her grandfather and gave a smile of comfort.

Adult Gwen: "Don't worry about me gramps. I'm always careful."

With that said, she picked up the guard's clothes and headed straight to the prison to find some privacy. Max then headed back to the RV to find a way reaching the prison without getting caught.

* * *

Meanwhile, the crew in the generator control room were freaking out at what just happened. The main terminal for the generators is in the fritz and they had no clue on what to do to fix it.

Maintenance Member 1: "Hurry! Get that terminal fixed and operational. We can't let any prisoner notice that everything is offline and they would try to escape!"

The rest of the crew nodded and went to work on fixing the terminal. What they didn't know was that someone, or something, left the terminal already and entered a ventilation duct that was right behind the terminal itself. In the vents, Ben A.K.A. Grey Matter crawled through the place to back track to where the prisoner he's looking for is.

Grey Matter: "Well that took longer then expected. Now I need to get the convict out of the place. Won't be too easy but as long as I stay in this form, I might be able to-"

Before he could finish his sentence, the Omnitrix symbol on his back begins to blink red and he heard that beeping noise. That sound meant that the watch was going to time out on him, and in the worse of places.

Grey Matter: "Oh man! Not here!! Not Now!!!"

The alien had to think of something fast before he gets stuck in the ventilation duct, possibly forever. He looked around the area to find a way out and saw a grating on the floor part in front of him. He quickly ran to that spot and kicked the grating opening to jump down on the floor. Once he landed on the floor, the Omnitrix timed out and there was a red flash of light within the hallway. When the light faded, Ben was back to his human self and looks a little upset at what just happened. He looked at the watch and acted like it was a person.

Ben: "Of all the times you had to time out, you had to pick now did ya? Now how am I going to get to-"

Before he could do something about the Omnitrix timed out, two prison guards appeared out of nowhere and saw the young boy.

Prison Guard 6: "FREEZE!"

The guard's pointed their weapons at Ben, thinking it was an intruder and thought the red light was some kind of weapon. But when they turned to see what it was, they saw a little boy confused and surprised that there were guards in the area. The moment the guards saw the boy, another female guard appeared behind them and had her face hidden behind her downed cap. The guard's were shocked to see Ben and wasn't sure what to do.

Prison Guard 7: "False alarm, it's just a kid."

Prison Guard 6: "Hey boy, what are you doing in the prison? This place is under official lock down now since the blackout occurred."

Ben started to get nervous when the guards caught him the moment his watch timed out. He had to figure out a way in getting out of this mess and fast before they could suspect something. Finally, he blurted out something that might get him out of trouble.

Ben: "Um… I kinda got lost while my mother was visiting someone today. Yeah, that's right. My mother is visiting a friend of hers in this place who was a robber a while back. She told me to wait for her but I got a little impatient and decided to look around. Now I'm lost and I don't know where my mother is. Can you help me find my mom?"

He started to give out an innocent smile just to fool the guards into thinking he's not an enemy. But the officers were a little skeptical on the boy, thinking he could be a serious troublemaker.

Prison Guard 6: "Is it a little late for visiting hours kid? It was closed like hours ago."

Now Ben was getting completely nervous. He didn't expect that they would point out that visiting hours would be closed hours after and didn't know what to say next. That's when he decided to say something else that would make sense for them.

Ben: "Well, my mom had permission to enter the prison after visiting hours. Her friend's a very close one and there was no way they could be separate for so long."

While he was making an excuse, one the guards got closer to the other, whispering something into his ear.

Prison Guard 7: "Hey, remember the announcement today about people trying to get into the prison to get a someone out of here?"

Prison Guard 6: "Yeah. Why?"

Prison Guard 7: "You think this little kid is one of those people trying to break someone out?"

Prison Guard 6: "What? Now way! This kid is no more then ten. There's no way a child like that could ever break someone out of this place."

Prison Guard 7: "Yes, but I heard that kids tend to be used as assistance when it comes to crimes. Hell, I heard one time that a mother used his daughter to help carry liquor in a heavy coat and almost got away with it."

Prison Guard 6: "Well still, I don't think its possible. But we have to make sure what he's saying is true. Till then, he have to keep him on holding."

One of the guards's looked back and saw the mysterious female guard listening in on the conversation.

Prison Guard 6: "You there, could you take this kid to holding until we can do something about this."

The female guard nodded and proceeded in taking the boy in. Ben tried to protest, but to no avail what so ever.

Ben: "Wait! I'm telling the truth! My mom will be worried about me if she comes back!"

Prison Guard 6: "Uh huh? Then we'll be sure to let your mother know you're in holding. If your mother is here to begin with."

The two guards decided to leave to talk to the warden about this while the mysterious guard kindly escorted Ben to holding.

Ben: "Hey! Let me go! You can't do this to me! Please!"

The guard continued to walk down the long darkened hall, reaching to door that says _'Holding'_. But strangely enough, the guard walked past it without even knowing it. Ben noticed that and was a little confused as to what's going on right now.

Ben: "Um… Where are you taking me?"

But the moment he asked that question, the female guard remained silent.

Ben: "Hey, I'm asking a question here. Where are we going?"

As if to answer his question, the two then entered a storage closet not far from Holding. Once the two entered the closet, Ben had it with the officer.

Ben: "All right, that's it. Exactly what are you trying to do here?"

That's when the mysterious officer answered his question.

Adult Gwen: "Isn't it obvious dufus? I'm trying to save your life!"

Ben blinked a couple of times and realized the mature voice was that of his cousin…

Ben: "Gwen?!?"

Gwen took off her police cap and showed her young adult face and gave a pouty blink.

Adult Gwen: "No Due Brainiac. Who were you expecting? Your mom?"

Ben realized that Gwen overheard all of his excuses and chuckled nervously. He then snapped out of it and wondered she was doing.

Ben: "What are you doing here anyways? And why are you wearing a police uniform?"

Gwen got serious for a moment and explained everything

Adult Gwen: "Well for one, someone old enough has to get in and get our prisoner incase your watch times out. And for two, I got this uniform from a guard."

Ben's eyes were wide in shock and couldn't believe what he just heard.

Ben: "You WHAT!?!?"

His cousin tried to shut him up as she placed her finger on his lips, shushing him.

Adult Gwen: "Be quiet… Do you want let the others from the other side hear us. Besides, the guard was unconscious while I undressed him."

Now Benjamin felt more confused then ever.

Ben: "Okay, okay… Could you rewind that from the beginning? I'm getting puzzled here."

Gwendolyn took my deep breath and started her story.

Adult Gwen: "Well, while you were busy playing around, an officer found us and the Rustbucket, thinking that we were helping someone escape."

Ben: "Uh… Hate to say this, but we are helping someone escape. Oh and for your information, I was trying to find a way to the generator room and shut down the entire place for you."

Adult Gwen: "Yeah? Well you took a little too long shutting the prison down. And if it hadn't been for you turning off the generators, the guard wouldn't detect anything suspicious in the first place. Thank goodness that Grandpa was able to knock him out before he could arrest us."

Ben: "And why are you wearing that outfit again?"

Gwen looked down at her uniform and answered his question.

Adult Gwen: "Well, someone has to go in undercover and find our prisoner. Do you want me to go in with my regular clothes?"

Ben: "Hmm… Guess not…"

His cousin decided to give him the details.

Adult Gwen: "Listen, we got a situation here. The guards here are beginning to search the prison for us, inside and out. We need to get our person out of the jail and into the Rustbukcet quick if we're ever going to get out of here. We need to find her quick before they could suspect anything."

This gave Ben and opportunity in what she was saying.

Ben: "Well, now that you said it I think I know where she is."

Gwen tilted her head to the side and was quite interested on what her cousin said.

Adult Gwen: "What? Really? Where?"

Ben could tell that she wants to know where so he answered her question.

Ben: "Well, while I was Grey Matter I heard a couple of guards passed me when I was in the vents. They said that they were checking on a prisoner in Sector 5. I think they were talking about a convict in room 5-22, at least that's what I heard."

Gwen thought about this and knew this could be a lead as to where the prisoner was. She look down to Ben and asked him for a favor.

Adult Gwen: "Listen Ben, I need you to stay put in this closet. I can't let you get out without the guards noticing you again."

Ben: "And what about you? Surely someone will suspect you are not a cop and catch you in the act."

Adult Gwen: "I'll make this a quick as possible. As soon as I get our person, I'll come back to get you."

Ben nodded and knows that it was now his cousin's turn to stick with the plan since his Omnitrix has no more energy.

Ben: "Be careful Gwen."

Gwendolyn nodded as she opened the door and left the closet, proceeding to Sector 5. Meanwhile, Ben was looking down at his watch and decided to tinker with it, to see if he could get it back online and help Gwen if she gets into trouble. Just cause Gwen said that he has to stay doesn't mean that he would still help no matter what.

* * *

While he was busy with his Omnitrix, Gwen was walking through the hallways to reach Sector 5. Though it was a little hard in getting there, with all the guards and the maze like corridors, she was able to get through it without getting caught. After a few turns and waiting for guards to leave their position, she was finally able to reach Sector 5. The moment she entered the gate she was greeted by another guard in his middle age waiting for someone to come. He looked up at the woman and thought it was one of their own.

Prison Guard 8: "Excuse me… Can I help you?"

Gwen looked at the guard thought of a way avoiding this situation.

Adult Gwen: "Yes, I'm here to check up on the prisoners in this sector."

The guard looked at her curiously and was confused at what she said.

Prison Guard 8: "Really? I though the guards checked on the prisoners in this sector already."

Gwen totally forgot about the guards that checked on the prisoners a while ago and doesn't know what to do next. Suddenly, she came up with a really good excuse.

Adult Gwen: "Indeed they have. But now that this blackout had occurred, they ask me to check this sector out again to see if any prisoners took the opportunity of escaping."

The guard once again had a questionable look on his face, not knowing if that is true or not.

Prison Guard 8: "Strange… No one didn't say anything about another inspection happening now. I better call security and see if another inspection is taking place."

He was going to pick up the phone and call the security desk to see if there was another inspection right now. But before he could do that, Gwen moved right onto plan B and did a high spinning roundhouse kick at the officer's head, making him fall to the floor and left him there unconscious. The moment he had his lights out, she approached his resting body and searched for the prison keys in his pockets.

Adult Gwen: "Sorry about that buddy. But I can't get caught, not yet at least."

She continued searching until she found a ring of keys in the back pocket of the guard's pants. Once she got them, she got up and walked down the long hallway looking for the cell number that her cousin said.

Adult Gwen: "Let's see… 5-22… 5-22… It's got to be around here somewhere."

She continued on searching, looking for the cell that her main target is in. After much walking and searching and found a cell door with the numbers, _'5-22'_ on the top. Gwendolyn looked at the door and smiled to herself.

Adult Gwen: "Bingo…"

She then took out the keys and searched for the right key that has a proper number of it. Once she found the right key, she inserted it into the keyhole and turned it, unlocking the door and opening it. She then entered the cell and looked around to find this person. To her surprise, she has found this person at the end of the room sitting on the cot and not looking at anything but the ground. Feeling a bit cautious, Gwen slowly approached the person and asked a question.

Adult Gwen: "Um… Excuse me. Are you prisoner number 5-22?"

The prisoner remained silent and didn't say a single word. So after waiting for a response, Gwen decided to take a different approach.

Adult Gwen: "All right then, let's try this again. Are you Charmcaster?"

The prisoner known as Charmcaster lifted her head up and heard her name.

Charmcaster: "Who wants to know?"

Adult Gwen: "A friend. Now come on, we have to get out of here."

The woman slowly got up and approached the moonlit night seeping through the bar windows. From there she could see the prisoner herself. She was in teens, say around 18 or so, with a young womanly build and long flowing silver hair that was all done up in a pony tail. She was wearing a leather light purple trench coat with dark purple designs on the sleeves and bottom hem of the coat, covered a dark purple jumpsuit that has boots attached to it. What makes this woman so unique was that her eyes were light purple eyes that shine through the light. It was without a doubt that Gwen has finally found the person she was looking for.

Charmcaster: "You don't look like anyone I know. To me you look just like one of those nosy prison guards always checking up on me."

Adult Gwen: "Trust me, I'm here to help you. Now come on, let's get out of here before security finds out."

Charmcaster didn't feel like trusting this guard, but decided to do it anyways. And besides that, there was something about this female guard that looked familiar. But before she could leave, she has to say something.

Charmcaster: "Wait! We can't leave yet. I still need to get my magic bag from the evidence room. Without it I'm nearly defenseless!"

Gwen looked back at the prisoner and couldn't believe it. They were supposed to escape from this prison and now Charmcaster wants to get her bag of tricks now? But Gwen thought it was best that she get that bag anyways incase she lost control of her new powers again. So she looked at Charm and nodded for an agreement.

Adult Gwen: "Fine… But let's hurry! If someone manages to reactivate all the security in this place, we are all in big trouble."

Quickly, the two left the holding block and headed for the evidence room by following the signs.

* * *

Meanwhile, Ben was trying to get the Omnitrix back online and was having a hard time reactivating it. No matter how many sequences of buttons he pushed, the light wouldn't change to green.

Ben: "Come on, come on! Work already you stupid watch. Why do you have to make things more difficult?"

He then lifted his head up in failure and sighed to himself.

Ben: "Man, I sure hope Gwen is having this much fun then me."

* * *

Back to Gwen, she and the escape convict, Charmcaster was following signs that would take them to the evidence room. They turned from corner to corner, avoiding detection of security guards and being careful not to get lost. Finally, after much searching, they approached the two steel doors with a sign that says, _"Evidence Room."_ Luckily, there were no guards watching the area and the security cameras were still offline. The two immediately rushed to the doors and kicked them open with each of their feet to enter the room. They then started to look around to find that magical bag that Charmcaster needs. Now the place has shelves that were completely loaded with clothes and objects from criminals and psychos. Even Gwen noticed a few things from enemies she encountered. There was a Transmodulator helmet that Dr. Animo used, a hypnotizing watch from Sublimino, and the metal combat suit from Rojo back at Fort Knox. It was obvious to Gwen that they were here too but didn't see them anywhere. Probably they're in different sections of the prison. She shook that thought out of her head and looked around once more.

Adult Gwen: "I don't know about this. It might take forever to find your bag around here."

Charmcaster: "We won't need to…"

The escape convict put two fingers into her mouth and started to whistle. After much waiting, something was coming down their way. Gwen looked to the right and saw a bag with a disfigure face that had buttons for eyes and a zipper for a mouth. It was obvious that it was the magic bag Charmcaster was looking for. The bag jumped up to Charmcaster once it reaches them and went into the arms of the young sorceries. Charmcaster hugged the bag and was pleased to be reunited with her only possession. Once she placed the strap of the bag around her, she looked at Gwen, not knowing that she was really Gwen and asked her a question.

Charmcaster: "Can I ask you something?"

Gwen looked at the convict and wondered what she wants this time.

Adult Gwen: "Yeah, what is it?"

Charmcaster: "I just want to know who you are. I mean its not like anyone would be stupid enough to break into the prison and get me out of this place."

Now Gwen is getting nervous. She can't let Charm know about her name or she'll completely flip. Taking a deep breath, Gwen decided to keep it a secret until the time is necessary.

Adult Gwen: "We'll talk about that later… Right now, we have to leave before-"

Just as she was about to finish, the lights all around them started to flicker on and off. The two looked up and noticed that, realizing that the power is coming back on.

Charmcaster: "It's too late…"

* * *

Back in the generator room, the maintenance personnel finally got the control room terminal all fixed up.

Maintenance Member 1: "Let there be light. Nice work boys! We got the power the security back on."

* * *

At the same time in the evidence room, the lights went back on and the girls were surprised by this unexpected turn of events.

Charmcaster: "This is not good…"

Adult Gwen: "You can say that again. We should get out of here now before any security cameras detect us."

Charmcaster looked around and noticed something not far from them. She pointed at what she found and asked her about what she said.

Charmcaster: "You mean that security camera over there?"

Gwen turned around and looked at what the escapee was looking at. To her surprise, there was a camera looking directly at them. The young woman groaned to herself and slapped her face with her hand.

Adult Gwen: "Yeah, like that camera…"

* * *

In the main security office, all the screens that are connected to the cameras went online and the guards sighed in total relief. The person in charge of the security room looked at the screen to see if there isn't any damage on them. After looking at each screen, he noticed something in the evidence room that wasn't right. There were two women in the room that weren't supposed to be there in the first place. One was a woman that was wearing a security guard uniform and another was a prisoner that was out of her cell. Looking at the two, the officer realized something that wasn't right.

Prison Guard 3: "Hey! Are we allowing prisoners out for some fresh air?"

Prison Guard 9: "No, why did you ask?"

Prison Guard 3: "Because I see one of our guards escorting a prisoner through the evidence room."

The guard sitting at the terminal looked at one of the screens that was showing the evidence room and saw the guard with the prisoner. He could tell that the prisoner was prisoner number 5-22, but he didn't remember that guard that was with her. In fact, he head never seen her before. Judging by the description, it was a young woman around her 20s with long flowing orange hair and brightly green eyes. Looking at this woman, the guard realized it wasn't one of their own and begins to panic.

Prison Guard 9: "Shit! Sound the alarm!"

Another guard heard that and pushed the big red button that says, _'alarm'_.

* * *

At the same time sirens begin to blare and red lights flicker on and off. Both women looked up and knew they were in deep trouble. That's where an emergency announcement was heard through the speakers.

_"Attention all units: we have a prison break in progress. The escapee is prisoner number 5-22 and has an accomplice with her. Don't be fooled by the disguise, this person is helping the prisoner escape jail. This person is a woman in her 20s with long orange hair and green eyes. Be advice, the prisoner and the accomplice are armed and dangerous. Suspects have been spotted in the evidence room. Be on guard and be careful. That will be all."_

Charmcaster heard this and groaned to herself, realizing she's going to get caught again. She looked at her rescuer with a cold glare and threatened her in a harsh tone.

Charmcaster: "Nice going Ms. _'I'm getting you out of here.'_ Now what do we do?"

Gwen looked at her and answered her question.

Adult Gwen: "We are still getting out of here. I got an escape vehicle waiting for us. All we have to do is leave this prison and head into the RV. I just hope grandpa would be there."

Charm cocked an eyebrow and was a little confused at what she said.

Charmcaster: "Grandpa?"

Adult Gwen: "Just trust me okay? We need to leave this place now before we get caught."

To that end, the escapee placed her magic bag's strap over her shoulder and had a confident look on her face.

Charmcaster: "Then what are we waiting for? Let's blow this Popsicle stand!"

So the girls left the evidence room and were on their way out. Unfortunately for Gwen, she completely forgot one more person she had to get before they could leave.

* * *

Back in the closet, Ben heard the alarms too and could tell that this is a problem.

Ben: "Uh oh… Sounds like the power is back on. I hope Gwen got the prisoner out. I better get out of here too, if the Omnitrix could cooperate! C'mon work!"

He banged on the watch a couple of times just to see if it could respond. After a couple of attempts, the alien device flickered and went back to the color green, meaning that it's ready for use. Seeing that Ben smiled to himself and was ready to go.

Ben: "Yes! Now we're back in business!"

He moved his watch around a bit to find which aliens to use and found the perfect one to escape fast. Finding the right alien, he lifted his hand up and said his favorite phrase.

Ben: "It's hero time!"

He slapped down on the watch and his transformation started. Outside the closet, a green highlight was seeping through the openings of the door. The moment the light had faded, something burst through the door and left the area with incredibly fast speed.

* * *

As he was trying to get out of the place, both Gwen and Charmcaster were running down hallway-to-hallway, finding the exit. They turn from corner to corner and avoided detection from every camera and every guard. After five short minutes, Charmcaster begins to wonder if they're going the right way. She looked at the person that's saving her and asked her where they were going.

Charmcaster: "Are you sure you know where the exit is?"

Adult Gwen: "Of course I know where the exit is. I've been here when I got in. Just need to retrace my steps and exit the prison. We just need to get there before someone catches us."

They continued to run down to the exit until they heard some kind of shouting from behind.

Prison Guard 10: "Hold it right there!"

The two stopped and turned around to see what is behind them. To their surprise, they saw two officers pointing their pistols at the two.

Prison Guard 10: "You two stay where you are! Put your hands up and don't do anything stupid! You hear me?"

Both Gwen and Caster were about to run, but when they turn around, they saw two more guards blocking their way through and pointing their pistols at them.

Prison Guard 11: "Don't even think about it…"

Both girls didn't know what do as the guards pointed their weapons at them. Just as they thought it was over, a strange blue and black streak came out of nowhere and knocks the two guards from behind them. Both the sorceress and the young woman turned back around and saw the two officers semi unconscious. Even the guards in front of them couldn't believe what they just saw as one looked at the other.

Prison Guard 12: "Did you just see that?"

The other guard looked at him and told him to get his head in the game.

Prison Guard 11: "Forget about what happened! Let's take these two down before they could escape!"

The two pointed their weapons at them again as one of the officers gave the order.

Prison Guard 11: "Fire!!"

Both of them pulled the triggers and open fire on the escapees. Gwen saw this and decided on something she didn't want to do in the first place. Her hands started to glow purple and waved her hands to the left, forming glass barrier to deflect the bullets. The guards continued to fire, hoping to break the shield that was protecting the girls. Charmcaster saw this and was impressed by the sudden defensive maneuver this woman did but knew she had to take the guards down before they could break the shield, if they can. She opened her back and took out a dozen small black and purple balls that could do some extensive damage. She waited for them to stop firing so they could reload their weapons. To her luck, the guards stopped firing and tried to add another clip to their pistols. Quickly, she rolled the little spheres on the ground and they headed straight to the guards. The moment they reached their targets, the balls exploded, creating huge pink smoke and sparks and taking down the guards on impact. Once the smoke cleared, they saw the two guards knocked out completely with burn marks all over them. Gwen removed her shield and took a deep breath, thankful that her new powers didn't go out of control yet. Charmcaster then looked at her and was still amazed by this type of power she saw.

Charmcaster: "That was some nice moves you got there girl. What are you, some kind of sorceress in training like me?"

Gwen looked at her and was a little silent for the moment. After taking a deep breath, she answered the prisoner's question.

Adult Gwen: "Um… Yeah… Technically… Look, let's not talk about it. We should get out of here before these guards wake up."

Charm nodded and the two proceeded to the exit. As they were running Gwen remembered what happened to the first two guards and how they were taken down quick. Then she remembered about her cousin, Ben. She remembered that she told him to stay in the closet until she gets back. She guessed that the Omnitrix went back online and he is using one of the aliens to get out of this place. She just hope that he'll be all right all by himself. The two girls continued to run, turning from corner to corner and evading cameras as they go. Finally, after all that trouble, they saw the two doors with the sign that says _'exit'_ above it.

Adult Gwen: "There it is! The exit! We're almost home free!"

The two kicked the door down with their forceful kicks and were almost home free. But the moment they entered the prison yard, spotlights flashed on them and guards were surrounding them holding machine guns and shotguns. The two girls looked around and could tell this was a serious problem. The escapee looked at Gwen with the same glare again.

Charmcaster: "Was it like this when you came in?"

Adult Gwen: "No… It wasn't like that before the security was reactivated."

Not long before the girls noticed this, the warden of the prison went through the guards and observed the two escapees that were bound to leave.

Warden: "Well, well, well… What do we have here? A small jail breakout eh? Never had one like this in a long time."

The warden approached Charmcaster and got a real good look at her.

Warden: "Prisoner 5-22? Never thought you would have the guts to escape. And to think, you've been making good progress in your stay."

Charcaster gave the warden a deep glare and joked a little bit on what he said.

Charmcaster: "Really? Well, I'm so sorry to disappoint you, but I got better things to do then remain in this place for the rest of my life."

Warden: "I'm afraid that your free trip out of here is officially canceled."

The warden then turned his head and saw Gwendolyn still dressed in her prison guard uniform. Observing this person, he could tell that this is one of his own men.

Warden: "Well this is interesting… Never seen you before. Who are you? Where did you come from? How did you get into this facility?"

Gwen heard all of the warden's questions, but remained quiet throughout the whole thing. She didn't want Charm to know about the truth yet, let alone exposing it in front of both the warden and the guards. The warden was getting a little impatient and continued on with the questioning.

Warden: "That's a nice outfit you got there. Where did you get it? Did you take it from one of my men? Answer me damn it!"

But Gwen remained silent, not wanting to spit anything out. The Warden cocked an eyebrow and now knew what she was trying to do.

Warden: "Oh, now I see what you're doing. The silent treatment eh? Well, we'll see about that."

He looked at his men and gave them specific directions.

Warden: "Take Prisoner number 5-22 back to her cell and this time make sure she's heavily guarded twenty four seven."

Prison Guard 13: "And what about the intruder?"

The Warden looks back at the mysterious woman and then back to the guards to continue on with his plan.

Warden: "Take her in to questionings. Let's see if I could cough something up from her."

Few of the guards approach them and were going to apprehend them. But just as they did that, a sudden gust of wind came out of nowhere blowing hard for no reason. All the guards looked around and wondered what's with the sudden change of weather. Even the Warden looks up and was confused by this too.

Warden: "What the hell is going on here?! Is there some kind of storm coming?"

Prison Guard 13: "Don't know sir! The weather station didn't say anything about a storm for tonight! Maybe it's a-"

Suddenly, one of the guards looked up at the sky and noticed something quite inhuman. He pointed up to what he saw and warned the warden.

Prison Guard 14: "Sir, up there!!"

The warden looked up to what the guard was seeing and couldn't believe it. What he saw was a huge black and blue tornado that was heading towards the group.

Warden: "What in God's name is that? Some kind of tornado!?!"

Before he could come to that conclusion, the high winds from the tornado caused the guards to fly all over the place, hitting on walls and skidding on floors. Even the Warden was taken for a spin and had his back hit on the concrete wall. All of the guards were out for the moment as the girls were confused as to what just happened. That was when the tornado approached them and instantly stops in front of them. After the tornado disappeared, a strange creature was right in front of them. But this wasn't any creature; it was another alien Ben uses with the Omnitrix. Its body resembles that of a velociraptor but has some kind of black body suit with a white stripe down the middle, a helmet with a blue visor that opens and shuts, and wheels attached to its feet. Its skin was blue, has long sharp claws, and a large blue and black tail that was waving around. But the one thing that both girls noticed was the hourglass symbol on its chest. That's when they realized the alien was none other then Ben's fastest of heroes…

Adult Gwen and Charmcaster: "XLR8!?!"

The alien, who is XLR8, opened up his visor to reveal his face that had greenish eyes and smirking grin.

XLR8: "That's my name. Don't wear it out."

Charm looked back to Gwen and to the alien and started to realize something. The person that saved her life had long flowing orange hair and bright green eyes. That's when she remembered a girl with short orange hair and green eyes before.

Charmcaster: "Wait a second… If that alien there is that no good brat Ben, then that makes you-"

Before she could finish this, all three heard the groans and moans of the guards slowly stirring. They all looked around and saw the guards and warden slowly getting up, shaking off the effects of the concussions. Ben looked back at the girls and gave them serious news.

XLR8: "Um… Hate to interrupt, but we have to get out of this place now before they wake up. I hope you girls have an idea, cause I'm not doing a speedy tornado again."

Charmcaster thought of one and opened up her magical bag again to reveal a small little trinket. Observing it, she started to have a sly smile on her face and small chuckle.

Charmcaster: "Oh I got something that could keep these blue suits busy."

She immediately threw the trinket in the air as it landed on the middle of the courtyard. As the guards were getting to their feet, the little trinket magically grew bigger and bigger until it was the size of a fifteen-story building. When they come to, they all saw a giant golem with purple designs around its body, arms, legs, and face. It started to move on its own and roared out loud, shaking the prison's foundation like an earthquake. All the guards stood there in complete shock and didn't know how to fight something as big as that. But, the warden, who too saw the huge beast looked at the others and gave them the direct order.

The Warden: "What are you waiting for? Kill that thing before it destroys the entire prison!!"

Quickly, the guards pointed their weapons at the monster and opened fire. They were able to get some direct shot at it, but the huge mammoth wouldn't go down. It retaliated by swinging its arms around knocking them down like toy soldiers. While that action was taking place, XLR8, Gwen, and Charmcaster watched, giving this the opportunity they need to get out of there.

XLR8: "Sounds like that's our queue! Let's get out of here before they realize we're gone."

He sped up to the two girls and carried them with both arms.

XLR8: "Hang on!"

The alien closed its visor and immediately sped fast, avoiding the guards and the brutal attacks the huge monster to dishing out. Within moments, they were able to leave the prison yard and sped through the forest to reach the RV.

* * *

Meanwhile, Grandpa Max and driving around the prison, being careful not to get noticed and searching for his grandchildren. He drove through the road and waited for them to return with their prisoner. Unfortunately, there was no word yet. He begins to worry what happened to his grandkids. Have they got caught? Taken in? Got killed? As all those questions kept on swirling in his head, his train of thought was immediately interrupted by a loud roar. He looked around and was a little freaked out at what just happened.

Grandpa Max: "What was that?"

That's when he noticed a black and blue blur that was speeding through the forest. Realizing what it was, he put his Rustbucket in neutral and speed up to it.

* * *

At the same time, XLR8 was running through the forest, searching for the RV. But he couldn't find it anywhere. He looked at Gwen and quickly asked her about the missing RV.

XLR8: "Gwen, where's the Rustbucket?"

His cousin looked at him and answered his question.

Adult Gwen: "I told Grandpa to get close to the prison and wait for us. I'm sure he's looking for us even as we speak."

Suddenly, there was a honk on the horn and the two turned their heads to see the Rustbucket waiting for them. Relieved that he found the three, Ben smiled behind his visor and prepared to leave.

XLR8: "There it is! Going to make a quick turn so hold on tight!"

On strict instinct, XLR8 turned to the right and made a mad dash to the entrance. Once they got through the door, the Rustbucket drove away and reentered the highway, leaving the prison area unharmed. Instantly, everyone took a sigh of instant relief as Ben returned to his human self and started to crash on the seating area. Max looked back at the review mirror and found out that they have gotten what they were looking for.

Grandpa Max: "I see the mission was successful. Great job you two."

Ben looked at his grandfather and smiled to him.

Ben: "Eh, all in a days work."

At first, they were going to relax. But then suddenly and without warning, Charmcaster grabbed Gwen and got a hold of her, slamming her against the wall and knocking the guard cap off her head, revealing her true face. Ben quickly got up and was bound to stop them, but with the Omnitrix unusable until then all he had to do is watch. Even Max can't stop it since he's the one driving the trailer. At the same time, Charm looked at Gwen and had a distrustful look on her face.

Charmcaster: "I knew it… I knew it!! Gwen Tennyson, the very person that stopped by grandfather and defeated me a couple of times came to rescue me! After all this time… Why are you here? Why did you rescue me?! And why are you older then last time?!?"

Gwen tightens her fists and they glowed purple. In seconds, two small strips came out of the orbs and wrapped around the villain, causing her to relinquish the young adult and slammed her to opposite wall. Gwen walked closer to her and she too had a stern look on her face.

Adult Gwen: "I came to rescue you, because I need my help. Now relax and listen to me! It's a long story and I don't want to repeat it."

* * *

**And that finishes the longest chapter I've ever done. Man that was so rough. But I did it anyways and I am proud of that. Now as I said from the beginning, I don't know where to go for the next chapter. So if anyone has any ideas, just give me a review and I will get started on it. Otherwise, this story will be postponed until further notice.**


	9. The Solution

**Well, took me some time to think about, but I think I got the perfect idea on how the reverse Gwen's spell. I was able to ask my readers on how I should reverse Gwen's condition via review listing. One reviewer, Dare-deviless came up with three options:**

**1. A DNA manipulator.**

**2. An alien based super potion for Anodites.**

**3. A spell that could reverse the magic on people in exchange for a human soul.**

**Those were all good and all, but I think I got something that could work. I got another review from darthdragon says that likes my next chapter and my hit counter is up to 0 hits. However I got one response from Tenchi Night that he didn't like the Prison Break chapter. He stated that is was a long series of bad clichés, blatant foreshadowing, choppy writing, and dry dialog. I can pretty much understand what he means; it's just that I need to make it more interesting for the viewer to read it. Of course I know that some people might not catch on to read what I'm writing, so to that end let me apologize for those who are confused on the last chapter. So now we start with this chapter.**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Nine: The Solution

_"In other news today, there had been a breakout at the county prison not far from Louisville, Kentucky. According to reports, a woman around her twenties broke into the prison disguised as a guard when the power to the facility mysteriously went out. Investigators are looking into the blackout even as we speak. The prisoner she helped to escape was the criminal known as Charmcaster, granddaughter of the warlock Hex and wanted for property damage and theft with her magic powers. They've made their escape when Charmcaster summoned a huge golem out of her bag to brutally assault the security force. There was extensive damage throughout the area and many injured, but fortunately, no one got killed, as the force was able to take down the golem before things could get worse. Ask for the other prisoners, they are safe and locked up where they belong. But with the damage to the prison, the committee decided on transporting the prisoners to other jails across the state. Ask the two escapees; they are still on the loose. If you have any information on the two, call us at-"_

Max quickly turned off the TV and sighed with complete relief. Both Ben and his grandfather were outside the RV in the trailer park watching the news from last night. After observing the news, they were surprised that they haven't talked about them or the RV they were driving.

Grandpa Max: "Good thing they didn't talk about the Rustbucket. I thought it was over from there."

Ben: "I'm surprised they didn't find out what caused the blackout. Nothing like Grey Matter to come in uninvited and mess up the generators terminal."

They both laughed about it and calmed down before anyone around the park suspect something suspicious. But Ben started to turn serious and was a little worried about his cousin. Ever since they got Charmcaster out of prison and headed back to the trailer park, she asked both him and the grandfather to have some private time with their additional help. Now they just sit and wait until Gwen tells them to head back in. Ben doesn't like that one bit, for he believes that Charmcaster would fight Gwen and beat her to the punch. Not to mention that Gwen's powers are still unstable from yesturday. Thinking about that, Ben wondered if he would've at least back her up in case it goes down like that. Max noticed his grandson's concern and starts to ease his mind.

Grandpa Max: "Don't worry Ben. I'm sure she's taking care of herself right now."

Ben looked at his grandfather and felt a little unease by this situation.

Ben: "I know that, but still… We just helped Charmcaster get out of prison just so we could find a way in reversing this spell Gwen cast down on herself. And now she wants us to leave the RV just so she could talk to her? What is she thinking? I'm sure Charmcaster is going to attack Gwen at any moment now."

Grandpa Max: "Relax… I'm sure that Charmcaster won't do anything to hurt Gwen."

Ben: "Oh yeah? And how do you explain that?"

Max lifted his head up and answered his grandson's question.

Grandpa Max: "Because she's just freaked out by what happened to Gwen as we were. Not to mention she's as curious by this sudden change of events. I'm sure she can figure out how to reverse Gwen's condition."

* * *

While the two were talking, both Gwen and Charmcaster were in the Rustbucket having their own conversation. Charm was still shocked at the fact the woman who saved her was in fact the little kid that stopped her a number of times. She's even more surprised that this little runt grew up so fast the last time she saw her. She rubbed her temples on her forehead and was trying to gather all this information out.

Charmcaster: "So let me get this straight. You're telling me that you used my spell book to amplify your powers and instead of doing that, you made your body grow twice your age? Not only that, but your powers grew along with you and they are unstable?"

Gwendolyn rolled her eyes around and sighed to herself.

Adult Gwen: "That's what I said to you for about a million times already."

Charmcaster: "And now you want to reverse this spell that got you into trouble in the first place?"

Gwen just nodded for a simple yes. Charm, being a jerk that she was, placed her hands on her head and groaned to herself.

Charmcaster: "This is the reason why little kids shouldn't be playing something they know nothing about."

Gwen cocked an eyebrow and wonder what her new help meant by that.

Adult Gwen: "Excuse me?"

Charmcaster lifted her head up and explained to her the consequences.

Charmcaster: "You just don't get it do ya? That spell book you took from me isn't intended for children. It's a very powerful spell book that only wizards, warlocks, and witches can master. It is not a toy!"

Gwen turned her head away and didn't want to hear that. But she then remembered that Charm had the book before she took it from her. She looks back at her enemy and asked her a question.

Adult Gwen: "Wait a second… If you said that this spell book is the most powerful, then how come you get use it at the age you are?"

Charmcaster: "Because unlike you, I come from a long line of sorcerers. My family has been doing magic for centuries and never let go of that bond. You've already met my uncle Hex."

Gwen squinted her eyes and remembered that crazy warlock that was going to destroy all of New Orleans, tried to resurrect the eight charms, and wanted to restore his youth back. Putting all those memories behind her, she looked back at young sorceress and responded back.

Adult Gwen: "Yeah, I remember him."

Charmcaster: "Then you might have known that the spell book you have use to be his when he was my age. He gave it to me when I was thirteen, knowing that I am responsible for handling magic at a young age. That spell book you took from me was part of the family for a long time, filled with spells and incarnations far beyond your control. Not only a mere human with no magical traits can control something that powerful."

Adult Gwen: "That's impossible! All the spells that I've used in the past worked well for me."

Charmcaster: "That's because those first few spells you've been reading were just the simple ones to use. Only the beginners can master those moves. All of the tougher spells you progress further are meant for the professionals. So unless you are a few years older and have total control of your powers, you just can't handle them."

Gwen stood up this time and was now completely upset at what the sorceress said as she responded with a booming voice.

Adult Gwen: "I can't handle them? I can't handle them! Now listen here Charmcaster, ever since I took your spell book, I was able to control my powers. Every spell I chant, every type of magic I did, I had no problems with. I just that now these new powers have emerged that I didn't know about and I don't know how they work. I tried to use them to stop a group of criminals and then the next minute they went out of control. I almost hurt my cousin and grandfather because of that and now I want to get rid of them!"

Charm looked up and couldn't believe what her archenemy said. Gwen had those new powers and she wants to get rid of them so bad. But why she came through all that trouble just to help get her out of prison? So she started to wonder something about the now adult Gwendolyn.

Charmcaster: "So what does this have to do with me?"

Gwen sat back down and started to explain it clearer for her temporary helper.

Adult Gwen: "Because you were the last person who used this book before me. You've master every spell in this book then I did. So you must know how to reverse the spell that turned me into a young woman with unstable powers."

Suddenly Gwen made a bit of a smirk and remembered what Charm said before.

Adult Gwen: "You did say the book is very powerful and your family can control the spells that's within it correct?"

Charm turned her head away and thought this up for a second. She knows Gwen saying that her new powers are too hard to control and it could ultimately kill anyone in her path. If she fights against her, then she won't stand a chance. But if she can reverse the spell Gwen did, then she could take her down easy. So thinking of her options, Charmcaster decided to help her repair the damage she done and when she is finished, she can take her down easy. So she looked at her and answered her question.

Charmcaster: "All right… I'll help you."

Gwen smiled at that and was quite relieved that her enemy can help her.

Adult Gwen: "That's good to hear."

Unfortunately, Charmcaster looked down at the book and wasn't pleased with it.

Charmcaster: "Unfortunately, the spell you're looking for to fix your dilemma isn't in this book."

Suddenly, Gwen shook her head and didn't believe what she heard.

Adult Gwen: "What!? But you said that book contains all the spells necessary to-"

Charm banged her hand on the table, interruption the young woman and told her more she needs to know.

Charmcaster: "You think this is the only book my family use? We use thousands of books to help us with our magic. This is just a beginner book. I haven't gotten to the others until I am older!"

Gwen was shocked as to what she heard and realized that the spell that could reverse it all is not in her spell book. She then lowered her head and sighed in despair.

Adult Gwen: "So I went through all this trouble for nothing?"

Charm could tell that Gwen felt defeated so she started to talk to her about the alternative.

Charmcaster: "But I think I know a way to reverse your condition."

Gwen looked up and wondered what she meant.

Adult Gwen: "Really? How?"

Charmcaster: "Like I said before, my family has thousands of spell books for our magic. In fact, there is one book that can return you back to your old self. In fact, this book is in my uncle's old cottage in Kentucky alone."

Adult Gwen: "And do you know where your uncle's cottage is?"

Charmcaster: "I've been there before when I was a little kid. I know where it is."

Adult Gwen: "And will I trust you in taking me there?"

Charmcaster: "A hundred percent. So tell me, are you ready to save yourself?"

There was a moment of silence until Gwendolyn looked straight at Chamcaster and answered her question.

Adult Gwen: "You bet I'm ready…"

* * *

**Yet another short chapter. Gotta admit though it took time to type it all down. But it was all due to the idea I need to reverse Gwen's spell. And now that I got it, the next chapter will tell the journey to find this spell book and bring Gwen back to normal. All you need to do is to stay tune to see for yourself. Please Review.**


	10. Book Hunt

**Another long chapter, only this was a whole lot longer then I predicted. And for once, it was twenty-five pages long. And with three more chapters in the works, I don't know how long they'll be. Well, that's what you get when you have others stories to do, trips to take, and school to attend to. I just hope this finishes soon. Now then, got only one review from Darthdragon and the hit counter has 109 hits. What I find strange is that the total number of hits on this story is way more then the Doomed Titans story I'm doing. Pretty shocking that's for sure. At least a lot of people are reading it, so I'm damn proud of it. In this chapter, the Tennisons and Charmcaster journey into the woods to search for Hex's cottage and retrieve a book that could reverse Gwen's change. But along the way, there will be some trouble.**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Ten: Book Hunt

Once the meeting between Gwen and Charmcaster was over, Ben and Grandpa Max entered the RV to get the rundown of what the girls were talking about. Once they got the information needed, the group then went on another road trip to reach Hex's cottage. Max was driving while Charmcaster was next to him giving him directions. Meanwhile, Ben and Gwen were sitting at the table with the possessor of the Omnitrix and little unsure of their new guest. Gwendolyn noticed this and tried to talk to him about it.

Adult Gwen: "Hey Ben, are you okay? You seem a little spaced out as of late."

Benjamin remained silent, just to figure how to put his answer together. But Gwen knows it was about their new temporary guest they brought along for the ride.

Adult Gwen: "It's about Charmcaster, isn't it?"

Ben then looked at his cousin with his eyes and grunted a little.

Ben: "I don't trust her…"

Gwen sighed to herself and tried to reason with him.

Adult Gwen: "C'mon Ben, this is serious. I need to return to my old self again and get rid of these new powers for good. And Charmcaster is the solution for my problem. I don't know who else to trust."

Ben: "But I don't think this is a good idea. That girl tried to kill us a couple of times, almost had procession of those charms, not to mention got us stuck in each other's bodies. Argh… I still can't get that out of my head."

Adult Gwen: "Okay, maybe she had done so much bad to us in the past, but she is the only person that knows magic. It's been past down to her family for generations and they know how to handle their powers. She's the perfect person for my help."

Ben: "Yeah, up until the point she might betray us!"

Adult Gwen: "Listen Ben, I know you don't like this as much as I do. But we don't have a choice in the matter. Once I get what I need, then we'll take her to the authorities and pretend this never happened again. Got it?"

Ben thought this through as he turned back to see Charmcaster giving his grandfather directions to cottage. True he doesn't like the fact that this crook is in the Rustbukcet and would help them reverse Gwen's conditioning. If it were up to him, he would've gone alien and mop the floor with her. But Gwen was right under a couple of occasions. Charm does know magic and she has a long line of family wizards, quite possibly evil wizards from his guess. So what other choice does he have in the matter? So to that end, he took a deep breather and came to a conclusion, looking at his cousin for an answer.

Ben: "All right, fine! I'll trust her. But if that sorceress tries to stab us in the back, I'm going to go Four Arms on her."

Gwendolyn smiled and could tell he would trust her on this.

Adult Gwen: "Duly noted…"

As that conversation ended, the RV continued to ride down the highway to reach its destination. With Charmcaster taking shotgun, she keeps on instructing Max Tennyson where to turn and how to get to her uncle's cottage. Soon enough, a highway went into a road and a road went into a forestry path. After about an hour and a half of driving, the Rustbucket made a complete stop at the path. Both cousins looked back at their grandfather and wondered why they stop.

Ben: "Hey! What's the hold up?"

Adult Gwen: "Yeah Grandpa. I thought we were heading to Hex's cottage."

Max looked at the two and explained the situation.

Grandpa Max: "We are. It's just that we bumped into a bit of a snag. Take a look."

Both cousins looked at each other and headed to the front to see what he was trying to say. When they look at the front windows, they notice a blockade in front to them, blocking their way through. Ben lifted an eyebrow and was a little confused by this.

Ben: "A blockade? You can't be serious Grandpa."

Grandpa Max: "I'm afraid I am Ben. The road ends here and the Rustbucket can't move past it."

Ben: "Can you just use the Rustbucket to fly over or cut a path or something? I mean there has to be something this RV can do?"

Max sighed to himself and looked at Ben explained to him it wasn't that easy.

Grandpa Max: "Sorry Ben, but this Rustbucket has its limits. I'm not going to loose my baby like last time."

Adult Gwen: "Then why not take a different route?"

That's when Charmcaster looked at Gwen and explained why they can't take another route.

Charmcaster: "Because this is the only way to reach my uncle's home. If we are to head to his place, then our only other option is to walk the rest of the way."

Benjamin glared at the sorceress and was a little ticked off by what she was saying.

Ben: "You're kidding…"

Charm then gave a sly smile on his face.

Charmcaster: "Oh I'm not kidding kid. As of right now, we are taking a stroll."

At that moment, the group prepared to take a walk and left the RV. Once they were getting ready for their journey, Charm looked at them and gave them a bit a warning.

Charmcaster: "All right, it's time to head to my uncles cottage. But before we go, I need to give you all a warning. My uncle doesn't take kindly to strangers and won't allow anyone to enter his home with the exception of family members like me. So he has the tendency of setting off traps to keep intruders away. So if we are to reach his place, we need to be cautious. Just one false move could ultimately end your life."

Ben: "And how can we trust you with that information?"

She turned to the kid and answered with an intriguing grin.

Charmcaster: "Because I helped him set up the traps when I was young. I know where they are and how to avoid them. Unless you want to move on ahead and blindly step on them."

Ben turned his head in disgust and didn't like this plan at all. He then turned his head to his grandfather and tried to protest.

Ben: "Grandpa, I don't think this is a good idea. You sure we want to walk on down there when we can use the Rustbucket to fly or something?"

Max sighed to himself and told his nephew that it was impossible.

Grandpa Max: "Sorry Ben, but I don't think the Rustbucket won't get us that far. And even if we do, we won't even know where Hex's house is. If we are to reach it, then we have to follow what Chamcaster has to say."

Benjamin Tennyson groaned about this and muttered under his breath.

Ben: "Fine…"

Charm smiled about it decided to move on.

Charmcaster: "Now if there aren't any more questions, we should be going now. Follow me."

Soon enough the group left the Rustbucket and entered the dark woods where Charm's uncle's house is located. They journey through the swampy rivers and twisted forests, avoiding dangers at every turn. Even the sorceress showed where the traps were set and urged the others to avoid them at all cost. As they were walking, Ben was getting a little tired of following Charmcaster and complained once again.

Ben: "Urgh… How much father is this place? My feet are already killing me!"

Charmcaster: "Not far. Just need to go one more mile and then we're at my uncle's cottage before you know it."

Ben looks back at Charm and didn't like that answer on bit.

Ben: "And why should I believe you? I bet you're just leading us right into a trap."

The sorceress turned about and couldn't take the kid's bickering anymore.

Charmcaster: "What? You think that I'm trying to kill you guys? That's impossible!"

Ben: "Really? Well coming from a teenage girl that tried to destroy us before, I find it quite amusing."

Charmcaster: "Okay, then mind telling why I pointed to where the traps are so that way we can avoid them?"

Ben: "Isn't that obvious? You're leading us away from the place and sending us right into a bigger trap."

Charmcaster: "Oh please! You think I would be that senseless?"

Ben: "Possibly…"

While the two were arguing, Gwen watched it all go down and heard enough. She came up between the two and told them to stop it.

Adult Gwen: "That's enough you two! I know we all have our differences in the past, but now we have to work together if we are able to the find the spell book that could reverse my condition. Now play nice with each other or I'll be the one to shut the two of you up permanently!"

The two looked at Gwen and listened to the young woman for once. But even though they can now get along, they still don't like each other. The two then turned their heads and grunted to themselves. But Ben took it in a different approach. He then walked away from the group and decided to go on his own. His grandfather saw this and tried to stop him.

Grandpa Max: "Ben, where are you going?"

Ben: "What does it look like I'm doing? I'm going to search for Hex's house myself!"

Charm could tell that he's going to wrong way and warned him quickly before he leaves.

Charmcaster: "Wait, I don't think you should be going there!"

Ben turned back to see the sorceress and wondered why she said that.

Ben: "Is that so? And why's that?"

Charcaster: "Because there's a trap down there that you really shouldn't get into."

Ben smirked about that and thought she was pulling his leg. So he turned back around and walked away.

Ben: "Right… I believe you."

Charmcaster: "Wait!"

But it was too late. Ben disappeared through the forest as he does his own search. His cousin was curious about all of this and turned to Charmcaster to see if she was telling the truth.

Adult Gwen: "Is there really a trap where Ben is going?"

Charm looked at her and nodded her head.

Charmcaster: "I'm afraid so. And this trap is a whole lot worse then the others we've avoided so far."

Grandpa Max: "Then we better get to him fast before its too late!"

Quickly the group ran to Ben and tried to stop him. Unfortunately, the woods were so dense that it would take them a while to find him.

While they were searching, Ben was walking all by himself searching for Hex's cottage. As he was searching, he had his head down with his hands in his pockets, kicking a small stone along the way, and mumbling to himself.

* * *

Ben: "I can't believe this. What is Gwen even thinking? Asking for Charmcaster's help when she was the one that tried to take over my body a while back? This is ridiculous!"

As he kept walking, he stepped through something that triggered the trap. The problem was that he didn't know he stepped on it since Hex set these traps with magic. Once he walked behind it, the ground slowly started to move.

Ben: "Why does Gwen even trust that witch is beyond me? It doesn't matter anyways. If Gwen and Grandpa wants to follow that girl into a trap, that's there problem. I'll find this place by myself. At least I won't get into any-"

But before he could finish, he felt a rumble from beneath the ground. Ben then lost his balance and fell to the ground back first. He then started to wonder what just happened until he noticed a shadow from behind was forming behind him, getting bigger and bigger by the second. Curious by this, he slowly turned around to see what was behind him. To his surprise, a huge bump was forming in back of him and was getting bigger by the second. Soon enough, the hill was about a mile and a half high in length. Just as Ben thought he had seen everything, the hill suddenly started to take shape. Two stubs grew out and form arms and hands, the bottom opened up and the two stumps sharpened into a pair of legs and feet, the middle section changed into a muscled body, a small stub grew on top and formed a male head. In a matter of minutes, Ben was looking at a huge giant of a man covered with trees, bushes, and shrubbery. His eyes were wide with fear and couldn't believe what he was seeing.

Ben: "Oh crud…"

The huge being lifted its hand up in the air and rocketed down towards Ben at blinding speed. He quickly got up and ran away seconds before the huge monster flatten him to bits. However, the punch caused the ground to shake and create a huge ripple around the impact. This of course caused Ben to fly after feeling that ripple and rolled around to the ground.

* * *

At the same time, Gwen, Charmcaster, and Grandpa Max heard that loud thud and were now more worried then ever.

Grandpa Max: "What was that?"

Charmcaster: "Sounds like your grandson stumbled into one of my uncle's trap."

Fearing this, Gwen looked at the others and told them to keep moving.

Adult Gwen: "We have to save him fast before things get much worse!"

The two nodded and hurried to where the sound came from.

* * *

While they were heading there, Ben was on the ground, felling semi conscious for the moment. After he shook his head, he got up and wondered what happened.

Ben: "Oh man, what an impact. What just happened?"

He looked up to see what just occurred, but when he did that he saw the huge forest monster still looking at him with angry eyes. Realizing what has happened, his eyes were wide in shock and was speechless for the moment.

Ben: "Oh… Right…"

The monster tightened its fist and raised it up to flatten the kid one more time. Quickly knowing what's bound to happen next, Ben ran away from the spot trying to avoid the attack. And not a minute too soon, the giant missed him by a few inches but sent him flying from the impact. The moment he hit the ground, he rolled over and got back up, knowing he has to do something quick before the creature attacks him again. Quickly, he activates his Omnitrix and turns the dial to the alien that is suitable for the job. Once he got the alien needed, he looked up to the monster and had a tricky smirk on his face.

Ben: "You want to fight, then you got a fight! Going Heatblast!"

He pushed on the dial and a green light engulfed him and blinded the creature for a moment. When the light faded, creature noticed an alien below it. But it wasn't Heatblast Ben picked, instead it was a different alien. This alien he was in is a big and bulky one, like a wrestler except with a few things that are inhuman. For one, he has four muscular arms with the two at the side of his waste area and alien like feet. For two his skin color is red and had spikes on his arms. And three, he had four yellow eyes on his face and a black stripe that goes down to his nose. He was wearing black spandex pants and a white T-shirt with a black strip down the middle and down his shoulders and an hourglass emblem on his left shoulder. It was obvious that Ben had turn into not Heatblast, but his toughest alien yet, Four Arms. Looking at his body one more time, Four Arms groaned to himself and couldn't believe what just happened.

Four Arms: "Four Arms? You can't be serious? Oh well, I guess this will do."

The huge monster saw that, lifted its arm up, and smashes him one more time. But just as it was going to crush him, Four Arms just stood there, waiting for the right moment to strike back. In a matter of seconds, the colossal arm hit the alien and left nothing but a plum of dirt around the impact. The monster thought it took care of the intruder but the moment it would disappear in the Earth from wench it knowing and suddenly started to shake. Within moments the arm started to lift itself up without the beast controlling it. The inhuman monster looked at that and wondered what's causing it. When the arm lifted up fully, it revealed the alien it was crushing still alive and was using all of his four arms to lift the monster's own appendage. Four Arms just grunted and wasn't ready to give up just yet.

Four Arms: "You think something like that is going to slow me down? Don't count on it!"

He immediately gripped on the huge arm and used all of his strength to lift the monster off of the ground and fling him to the other side. He succeeded as the creature went over his head and plummeted to the ground with an incredibly loud thud. After that mess, Four Arms wiped his hands for a bit and was proud at what he did.

Four Arms: "That was too easy."

He then walked away and continued on with his search for the house. But just as he was about to leave, he felt another tremor under his feet. Feeling that, Ben knew what it means.

Four Arms: "Please don't tell me that's not what I think it is."

To his answer, the ground exploded and the huge monster was back, only this time it's a hundred percent more upset then ever. The alien turned around and saw the huge beast, completely shocked by all of it.

Four Arms: "Oh man… This is not my day…"

The beast raised its arm and tightens the fist to give the intruder a dangerous punch. Quickly, Ben jumped up high with his alien like strength got out of there before the fist hit the ground with a deep impact. Once he landed on the ground, Four Arms looked at the monster and could tell this was going to take long.

Four Arm: "All right big guy, let's get it on!"

With that said, the alien grabbed the closest heaviest stone he could find and lifted its up with his incredible strength. Once it was over his head, he threw it right to the creature, hoping to knock it out. But for some strange reason, the stone hit the thing and completely absorbed into its body. The magical being just smiled at the foolish attempt the alien was pulling. But Four Arms was completely shocked by this and didn't know what to do.

Four Arms: "You can't be serious!"

The creature then lifted both its arms up and they started to extend straight towards to the alien with incredible speed and force. Four Arms jumped up again and avoided the next attack before the long arms could smash him to bits. The alien then landed on one of the appendages and ran right up to creature to get into full contact. The forest like man noticed that and knew it had to do something fast before the enemy strikes back. Its arm the alien was on sprout up and formed large spikes that could finish the job. Four Arms felt that and dodged this attack before he could get punctured in who knows where. Even the spikes that were blocking his path, he used his strength to knock them down in one blow. The monster could tell that he was getting closer and decided on another method to remove him. At the same time, Four Arms was just about to approach the creature and was going to give it a big killing blow. But just when he was about to do that, he felt a shaking under his feet. He immediately stopped and looks down to see what it was, only to realize that he was on one of the arms of the monster that was attacking him. He then looked up and blurted out…

Four Arms: "This can't be good."

And then without warning, a rocky slab rose up on his feet and around him and lifted him up with incredible velocity. Just at that moment, the slab stopped, causing the alien to fly of the platform and high into the air. The monster looked up and thought that the threat was long gone by now. What it didn't know was that it gave Ben an advantage to take the brute down permanently. While he was in the air, Four Arms repositioned himself and came back rocketing downward, straight to the monster that launched him up in the first place. Like a comet, the alien tightened both his fists on the left side and was ready to finish the job. The forest beast kept looking up, wondering if the alien fell to the ground just yet. To its surprise, the alien is falling to the ground, but not the way it wants him to. From what the creature could tell, Four Arms was heading towards it, towards its face. Within a matter of seconds, the alien flew downwards towards his target and gave the beast a humongous punch right in the face. Judging by the incredible speed downward and the impact of the two punches on the same side, the end result was an earth shattering blast that rocked the forest area to the breaking point.

* * *

Just as that was going on, the others were looking for Ben before he gets himself hurt. Suddenly, they all felt a huge earthquake and tripped themselves up and fall to the ground. Luckily, the quake stopped in mere moments so there were no trees falling or the ground splitting up. The moment that's over, the group got up and wondered what happened.

Grandpa Max: "What was that?"

Charmcaster: "By the sound of that, my guess is that your grandson is having a blast. And pretty close too."

Gwendolyn realized that this is a very serious problem and looked at the two to keep moving.

Charmcaster: "C'mon guys! We have to find Ben before its too late."

The group then hurried to the place where they heard the loud band and hope that Ben wasn't in trouble.

* * *

Not far from them was a huge plum of dust and dirt where the fight took place. The moment the smoke was cleared, it revealed Four Arms who stood valiantly against the monster after he gave it one incredibly hard punch, or two punches, on the beast's face. Observing the damage, he wiped his hands together and was proud of his work.

Four Arms: "Huh… That wasn't so bad. That rock monster didn't stand a chance against me."

He walked away from the mess and went back to the task at hand. What he didn't know was that the monster wasn't down, as a wave spread through the ground and approached the alien.

Four Arms: "Now let's see… Where is Hex's house? Maybe I should jump up in the air to see if there are any houses in the forest. That might-"

Suddenly, he felt another shaking from under his feet, interrupting his train of thoughts. Looking down on the ground for the moment, he looked up and realized what it means.

Four Arms: "Oh crud…"

In a matter of seconds, the ground exploded and something came out of it. That something was a huge open hand with Ben in the middle of it. He was about to escape, but the fingers sealed him up completely and trapped him within the hand. Once the hand enclosed the alien, the monster suddenly appeared out of the ground and stood up tall. After that he took a look at the enclosed hand and saw Four Arms head and upper part of the body, trying to escape. But even with all of his strength, it was too hard for him to get out with all the monster's rocky hand. So he look up at its devious eyes and asked him to do a favor.

Four Arms: "Hey Rocky, you mind loosening up a bit?"

The creature's response is to tighten its grip more then ever, crushing the alien's lungs. Again, he tried to get out but the tighten grip makes it harder and harder to escape.

Four Arms: "Should've… said… please…"

Ben thought he was done for. But then, a wide range of multiple purple projectiles hit the hand that was tightening the alien to death. The monster felt that hit and screamed out in pain while opening its hand at the same time, freeing Ben from the death grip. Four Arms then fell from the monster's hand and plummeted downward to the ground. Good thing he landed on his feet because if he didn't, he would've left a huge crater on the ground. The moment he got up, he wondered where that came from. That's when he heard a voice that's very familiar to him.

Adult Gwen: "BEN!"

Four Arms turned around and saw his cousin Gwen, along with his grandfather and Charmcaster running towards him. He blinked a couple of times and couldn't believe what he was seeing.

Four Arms: "Gwen?"

Once they approached the alien, Gwen was completely irate.

Adult Gwen: "What were you thinking? Going off on your own without knowing where the traps are. You could've gotten yourself killed! Don't you dare do that ever again! Got it?"

Ben was shocked by what Gwen said and sighed to himself.

Four Arms: "Can we talk about this later? Right now, we got bigger problems in front of us."

The two turned their heads to see the rock monster trying to recover. What it did is to punch its handless arm to the ground and stick it in deeply. Once it got its arm out of the ground, its hand is back in its place. The creature curled its fingers open and shut just to see if it's functional. After that, it looked at the group and roared at them for a fight.

Grandpa Max: "What is that?"

Charmcaster took a good look at the creature and knew what it was.

Charmcaster: "It's an Elemental Guardian. It's meant to protect its territory from intruders. My uncle must've created and controlled it to guard his home."

Four Arms: "Any ways we can stop it?"

Charmcaster thought this through and noticed something about this guardian and its weakness.

Charmcaster: "It seems that this elemental guardian is of the Earth variety. There are multiple Elemental Guardians that make up the four elements. They include Earth, Fire, Wind, and Water. Each share a common strength, but they have different weaknesses."

Ben turned to the sorceress and was a little confused about this.

Four Arms: "And that means…"

Charm looked at the alien and explained the weakness.

Charmcaster: "It means that since this is an Earth Guardian, then its only weakness is water! We need a large amount of it to destroy this creature once and for all."

Adult Gwen: "And where are we going to find water around here."

Charmcaster: "I think I remember a lake not far from here. If we can lure it there, the water would weaken it and we'll be able to give the finishing blow."

When she said that, Four Arms looked at the guardian and cracked his four knuckles.

Four Arms: "Then what are we waiting for? Let's give this guy one heck of a bath!"

He then rushed towards the rocky monster and jumped up high to give it a swift punch in the gut. The guardian felt that but it wasn't much but a mere pinch to it. It retaliated with the unimaginable. It's waist suddenly exploded and out pop a tightening fist, sending Four Arms flying away from it. The three looked up as the alien flew over their heads and into the deepest parts of the forest. Charmcaster sighed to herself while rubbing her forehead from that unexpected move. She then looked over at Gwen and wondered about him.

Charmcaster: "Your cousin is a bit dense now is he?"

The young woman shrugged her shoulders and shook her head.

Adult Gwen: "Yeah, he's a little stupid but he gets the job done anyways."

The two then looked up at the Earth Guardian as it was approaching them. They then positioned themselves ready for battle. But then, a lone projectile appeared out of nowhere and hit it on the right shoulder. Again, the guardian felt that impact and roared in complete agony. Both girls looked at what happened very quizzically and wondered who did that. What they saw was Grandpa Max carrying his high-powered propulsion cannon. Cocking it, he looked at the two and asked the sorceress something.

Grandpa Max: "Well? Shall we get this over with?"

Charm nodded and knew what he meant.

Charmcaster: "This way!"

Quickly the three hurried to the direction where Charmcaster told them to go and went deep into the woods. The guardian quickly recovered from the blast and looked at the three escaping into the woods. Noticing that, it quickly slammed its fist to the ground and let it sink into the dirt itself. As it was doing that, Gwen, Max, and Charmcaster were running through the woods, reaching the lake, passing through trees, and avoiding steep cliffs. As they were getting to the area, a huge wall made of dirt and stone came up in front of them and blocked their path completely. Max pointed his weapon at the wall and pulled the trigger to charge it up. Once he let go of the trigger, a huge energy blast came out of it and hit the Earth made wall, shattering it to pieces and creating an opening. The three went through the opening and continued to reach the lake. Suddenly, the ground started to shake as the trees around them started to rattle. Seconds later, all the trees around them loosen and fell to the ground, right on top of them. Charmcaster quickly chanted a spell as her hands glowed crimson pink.

Charmcaster: _"Razoros Cuteous!"_

She then waved her hands and the same pink energy came out of their hands and turned into razor sharp rings. The rings then connected to the falling trees and sliced them up into cinders. The moment that's cleared, they continued to reach the place they needed to go. Once again, another earthquake was felt under their feet while they're moving. They kept on dashing to the lake hoping they won't fall to another attack. Unfortunately, that's what happened. In a matter of seconds, the ground started to open up and create a huge gap between them and the lake. The group stopped and couldn't believe this.

Charmcaster: "Terrific… Now the guardian is preventing us from reaching the lake. Now how are we going to get there?"

Gwen thought about this then came up with an idea on getting to the other side.

Adult Gwen: "I think I know a way there. Just follow me on this one."

She then approached the edge of the cliff and begins to focus. She then started to wave her hands around and light purplish orbs came out of it. But then, huge purple squares came out of the blue and formed a bridge from one end to the other. Charm just watched on and was completely surprised by what she just saw. Gwen then turned around to told both her and her grandfather to keep moving.

Adult Gwen: "Everyone watch your footing! Last thing I want is for all of you to loose your step and fall."

Immediately, Gwendolyn jumped onto one of the floating tiles and crossed them all carefully with Max not far behind her. But Charmcaster was still a little shocked about what she saw. She knew the moment she fought Gwen in the past, she thought her rival was weak with her spells. But now she noticed that Gwen not only has an older body, but with powers that look much stronger then before. In fact, too strong even for her standards. She then thought that maybe Gwen's new powers could give her a good advantage. That she would find a weakness and exploit it. But just as she was thinking it, Gwen screamed to her to come.

Adult Gwen: "Hey Charmcaster! Are you coming, or your want to stray until that Earth Guardian flattens you?"

Charm snapped out of her thoughts and looked at Gwen and Max, who were already in the middle of the floating bridge. Realizing the danger that's behind them, she decided to save her plan later and get on with what they're encountering now.

Charmcaster: "Coming!"

She then jumped on one of the tiles and caught up with the others.

* * *

But what they didn't know was that the Earth Guardian was watching them cross the path and was making their way to the river. Immediately, it shoved both its dirt hands into the ground and let it sink into it.

* * *

Back with the others, the sorceress made it to Gwen and her grandfather and was going to reach the other end. Just then, they all heard a rumble from down below and knew the guardian was planning something for them. As their assumptions were correct, they saw two huge like hands made of dirt, gravel, and stone emerging from the steep split and in between the purple floating bridge. The three looked up and realized they were all done for. They got themselves ready and waited for the guardian to make its next move.

* * *

The guardian smiled very devilishly and was going to give the final blow. Suddenly, a huge boulder came out of nowhere and hit the Earth bound monster precisely at its head. The guardian looked up to see who threw that and to its surprise, it was Ben, A.K.A. Four Arms who came back after that huge punch and had boulders all around him. He cracked all of his knuckles and was prepared for a second round.

Four Arms: "Hey ugly! Ready for round 2?"

The creature groaned to itself and was getting a little ticked off by this alien. It then decided to save the others for later and concentrate on Ben by putting its hands out of the dirt and turned to the alien for another fight.

* * *

At the same time, the three individuals were in their battle positions and were about to fight. But then, for some strange reason, the huge hands began to crumble and fall apart, falling to the dark abyss in the chasm. The group was a little perplexed and wondered what just happened. That's when they heard a huge blast coming from not far from them. They all looked up and saw huge smoke coming out of the woods. Looking at that, Gwen knew what it meant.

Gwen: "Looks like Ben's keeping that thing busy."

Grandpa Max: "Then lets get moving before it gets us again. Which way to the lake Charmcaster?"

Charm looked around and pointed to left.

Charmcaster: "Over there!"

Gwen: "Then let's go!"

All three of them crossed the purple glowing bridge and made it to the other side. They then turned diagonally left and headed straight to the lake.

* * *

As they were running, Ben was ready to fight off the Earth Guardian. The rock monster roared out loud and was ready to put an end to this alien's life. Four Arms just smirked and wasn't intimidated by the roar.

Four Arms: "Oh give me a break…. You think that roar of your is going to threaten me? Come on and take me out!"

The guardian heard that and slammed its fist into the ground. That slam caused a ripple effect in front of it and rocky spears came out of the ripples, heading towards the alien. Ben watched that and thought it was too easy. The moment the spikes reached him, he used his alien feet and jumped off the ground with incredible strength and agility. He was high up in the air and was falling down towards the creature, ready to dish out some vicious beat down. But the guardian knew the strategy he was doing and was going to take advantage. The moment Four Arms was at proper distance, the guardian used the back of its colossal hand and swatted the alien like it was a fly. Ben just flew away from the impact and landed hard through a group of trees on the right. A huge cloud came out of the impact and the alien was nowhere to be seen. Guardian just looked the crash and laughed to itself very loudly. Unfortunately, that victory was short lived as a loose tree came out of nowhere and hit the creature right in the face. The impact caused its nose to break apart and fall to the ground while it screamed in total pain. It then look down to see who threw it and saw Four Arms with toppled trees all around him, one of which he was holding with one arm.

Four Arms: "You think that's funny huh? Let's see how funny it is when shove this tree right down your throat!"

The monster was upset at the unexpected attack as its nose grew back on its face. It then tightens its fist as it morphed into a huge heavy spear that would flatten the alien into a pancake. The creature raised it up and plummeted down to the alien. Four Arms just stood there as he raised his other arm up like he was going to catch it. In seconds, the spear reached its main target and hit the ground with dust flying around it. The guardian thought it took care of the intruder. But then, the sphere started to shake itself for no reason. Curious by this, the creature then notice the spear was lifting itself up as if it was not controlled by itself. That's when it noticed Four Arms still in one piece with one arm holding onto the sphere with amazing physic. The guardian was completely surprised while Ben laughed it off.

Four Arms: "What's wrong big boy? Didn't expect a small alien like me to block your attack."

Upon saying that, Four Arms used the rest of his strength to push the sphere hand off of him. The creature felt that strength and started to stumble a little, not expecting that to happen. It did regain some footing and was about to attack again. However, Ben had other intentions as he start picking up more trees with the rest of his arms and threw them at the guardian. It was able to use its arms and block the attack, but the trees were too much for it as they made dents with its dirt and rock skin. Once the onslaught was over, the creature recovered itself and looked at the damage on its arms. Observing the dents and cracks of its skin, it cried out loud in agony and couldn't believe what happened. Four Arms just smiled at what he did and joked about it for a bit.

Four Arms: "I bet that had to hurt."

The guardian just looked at the alien and growled lowly as it healed itself from that assault. It then screamed so loud that it made the land shake from miles away and pounded one of its fist right into the ground. The alien wondered what it was up to until he felt something shaking underneath his feet. He looked down and realized that the Earth monster was going to do. So it jumped up and was high in the air the same time the huge fist came out of the ground and tried to knock the four-armed alien down. Four Arms was able to get out of there in a matter of seconds. But he knew that the Earth Guardian's abilities would follow him everywhere. Just his luck, he could see sharp points, dirt curves, and huge fists coming around him. He does all he could to avoid the incoming attacks and tried to find an opening. The problem is that with so much chaos around him, its impossible to take the beast down. That's when he noticed a huge pointed cliff going up to the end. Looking at that, Ben came up with an incredible idea. He shifted to the left and headed straight to the cliff while dodging any known attack the guardian is throwing at him. He quickly ran as fast as he could, getting closer and closer to the edge. The Earth Guardian saw this and decided to pull the ultimate blow. It put both its hands right into the ground and sank through the dirt. In seconds, both its hands was raised up between the cliff Four Arms was on, and was going to destroy it. Ben saw this and moved fast before it could smash the cliff. The guardian closed its hands and both of them merged to form an arch like structure. It then rocketed downward to cut the cliff in half and let it fall to the ground. Four Arms was able to make it to the end of the cliff and his inhuman legs and jumped off it seconds before the arch thrashed the entire cliff. High up in the air, he tightened all of his fists and was ready to take it down with a huge blow.

Four Arms: "Here comes the pain!"

He started to plummet downward right towards the guardian at high velocity speeds. The monster just looked up at the alien and saw him coming down to it. It got his hands out of the ground and tightened one of them into a fist, ready for a counter attack. Once Four Arms got close to the monster, he screamed out loud and throw his fists at it, the same time the Earth Guardian thrown its huge fist and flew it right towards the alien. The moment both fists hit each other, they was a loud boom that can be heard all over the forest.

* * *

As the fight was escalating, Gwen, Grandpa Max, and Charmcaster ran through the forest to reach for the one place the Earth Guardian would be at its weakest. After going past trees and shrubbery, they noticed a clear opening not far from them, so they quickly took it. Once they got out of the forest, they all realized that they've made it to the lake. Now the lake they entered was pretty huge, three miles wide to be more précised. Not to mention that there was no telling how deep it can go. Looking at that, Max was amazed by this and was a tad speechless.

Grandpa Max: "Wow… When you said there was a lake near here, you're not kidding."

Charm just looked at the grandfather and cocked an eyebrow while smirking.

Charmcaster: "Would I ever steer you wrong?"

Gwen sighed to herself, knowing that the sorceress put them in the right direction. Charm then got serious for a second and told them what to do.

Charmcaster: "All right, here is the plan. The Earth Guardian is too big to bring done individually, so it will be impossible for one of us to bring it down to the lake. But if we work together, we might be able to bring it down easy. All we need to do is to lure it here and handle the rest. Nothing like a little teamwork to stop a huge Earth guardian. Right?"

Gwendolyn just looked at her and cocked an eyebrow.

Adult Gwen: "Really? Last time I check, we're not teammates."

Charmcaster: "True… But we need to put our differences in the past and defeat it if we are able to get into my uncle's cabin and find that spell book that can help you reverse what you've done."

Gwen just looked at the sorceress and thought she had something up her sleeves. She didn't know what though. But she has to trust her still if she could get rid of the magic she cast on herself.

Adult Gwen: "All right fine. Whatever you say. But how are we going to lure it here when it's a long walk back?"

Just before Charm could answer her question, they heard a loud bang coming from where the fight took place. All three of them look back and wondered what just happened. Just as they were thinking about it, they heard a loud rough scream coming from their left side high above them. They all turned their heads to that direction and saw Four Arms at a far distance flying over the forest and landing right into the stony shore. The fall caused him to impact the rocky floor and made a loud thud with a plow of smoke coming around it. Once it got clear, Gwen ran to her cousin and asked him if he was all right.

Adult Gwen: "Ben, are you okay? Speak to me!"

Four Arms groaned a little until he started to say something quite unexpected.

Four Arms: "No mommy… I'm don't want to ride the ponies."

Gwen smiled and had to giggle of his childhood dream. Their grandfather and the sorceress approached them and was relieved that he's going to live.

Grandpa Max: "Looks like Ben is still alive."

Charmcaster: "Yeah. But there is one problem."

Max just looked at her and wondered what's she worried about.

Grandpa Max: "And what is it?"

Charmcaster: "Well, your nephew was battling that Earth Guardian. Right?"

Grandpa Max: "Yes. So?"

Charmcaster: "So, it's obvious the guardian did that to him. It might be possible that it's going to check and see if he's dead. That means that he might be coming-"

The moment she was about to come to the conclusion, a blast came out of nowhere and behind them, sending trees and rocks flying. They all turned around just to see who or what caused it. What they saw was the Earth Guardian coming out of the smoke and looking for the alien it took out. All three of them saw this and Max knew what the sorceress was trying to warn him about.

Grandpa Max: "Oh… Now I see…"

The guardian continued to look around to find its enemy and looked down to its left. That's when it noticed Four Arms out like a light and three of his teammates he was trying to protect. Looking at that, it roared out loud and was ready to finish this fight. Gwen just stood up and realized they were in trouble.

Adult Gwen: "Oh boy… This won't end well one bit."

The guardian was approaching the three and formed a huge boulder from its hand to flatten them. But when its foot touched the shore water, it immediately reacted to it and screamed out loud in pain. It quickly lifted its foot up and observed the damage. To its and the others surprise, the foot broke down and disintegrated, crumbling rocks and dirt into the lake. Both Gwen and Max looked at that and were completely surprised by this sudden weakness while Charmcaster looked at them and had a raised eyebrow and a sinister smirk.

Charmcaster: "Told you so."

The guardian then place its damaged foot onto the rocky ground and it repaired itself. Once its foot was back to its form, the creature stomped it a few times until it believes its stable. As it was doing that, Charm looked at the two and told them that now was to time to finish this.

Charmcaster: "All right, we got it to the lake, now let's get it into the water!"

Gwen just looked down at her cousin and realized they can't do it by themselves. She looked back and told her that it won't work.

Adult Gwen: "But what about Ben? We need his help to stop this thing."

The sorceress looked at Gwendolyn and realized she was right for once. Ben in his Four Arms form could easily bring the rock monster down to size. But now that he's unconscious, it would be impossible for them to take it down. So she looked back at the Earth Guardian and told Gwen to wake him up.

Charmcaster: "Get him up quickly! Your gramps and I will keep it busy till you do."

Gwen nodded and kneeled down to Ben, figuring out how to heal. As for Grandpa Max and Charmcaster, they got themselves ready as the sorceress charged her powers and the former plumber member got his weapon ready.

Grandpa Max: "So, any ideas on fighting this thing?"

Charms looked at the massive body and could tell that the feet are the best weakness she could think about.

Chamrcaster: "Aim for the feet!"

Max nodded and pointed his weapon at the feet. Charmcaster did that same and tightened her fists when pink energy emanated out of it. When the Earth Guardian knew its foot was okay, it then looked at the intruders and roared out for an attack. Quickly, the two started to fire as plasma blasts and pink hexes headed straight to its feet. Though they were all good hits, they didn't slow the beast down as it tightens its fist and used it to flatten the two that was attacking. Quickly, the two made a run for it and was able to avoid the attack as the fist missed them by mere inches. But the impact caused them to fly away from the creature and were heading to the row of trees that might break them in half. Charm took action and threw more pink blades at the trees, cutting them into a dozen pieces. But now it leads to how to land safely on the floor with all the rocks and debris around them. So she chanted another spell that could save them.

Charmcaster: _"Comfortous Ciuolous!"_

That's when two big pink cubes appeared on the ground and the two landed on them. When they landed, the cubes squished on top of them, making them completely comfortable after the fall. Once they landed safely, they got off the Jello like cubes and looked at each other.

Grandpa Max: "So much for aiming at the feet. Now what?"

Charm thought of this and knew the feet didn't work at all. But then, she heard another huge roar not far from them. That's when she realized that Gwen was still with her cousin, trying to wake him up. She quickly turned to the grandfather and told him the new problem they have now.

Charmcaster: "Now we have to save your grandchildren! Come on!"

Max Tennyson understood what she means and the two rushed through the woods to reach the others.

* * *

As they were reaching them, Gwen was trying to protect her down cousin from being flattened. She continued to shoot the Earth Guardian by throwing multiple light purple disks at it. Still, it didn't slow the brute down a bit. Once it reached them, the guardian raised its arms up and tightened both its fist. It then throws them down and was going to crush them both. But Gwen quickly formed a huge light purple barrier and deflected the sudden stomp. The rock beast then continued to stomp on the shield, hoping to destroy it completely. The young women tried her best to hold on with all her power, but she could see cracks beginning to appear on the shield she created. Gwen knows that it would be a matter of time before the barrier breaks down and the fist would crush both her and her cousin completely. She just hope that her grandfather and Charmcaster get there and save their lives. The shield was deteriorating away and was about to break. The Earth Guardian noticed that and was about to give the final blow. As it was about to do that, there was a sharp pain on its leg. It then crouched down and was throbbing as bits of rock and dirt came off it. Gwen looked at that and knew that her prayers were answered. For coming out of the woods were Grandpa Max and Charmcaster. The former Plumber member looked at Gwendolyn and wondered if she's safe.

Grandpa Max: "Gwen! Are you okay?"

The young woman smiled and told him she's safe.

Adult Gwen: "Yep. Still in one piece so far. Thanks for asking."

Max smiled and was relieved that his grandchildren are safe. Too bad he failed to notice the Earth Guardian had recovered and was completely angry with him. But Gwen was able to see that and warn him of his future faith.

Adult Gwen: "Grandpa, watch out!"

Max turned back at the beast and realized it was now targeting him. It raised its foot up and was going to crush him like a bug. What it didn't know was that a pink rope came out of nowhere and lassoed Max like a horse or bull. With one quick flick, the rope pulled him and got him out of danger before the beast would squish the nearly defenseless man. Max was pleased he was safe and knew who saved him. When he looked up, he saw Charmcaster at the other end of the magical rope, sighing to herself in pure relief.

Charmcaster: "That was too close to call."

She then looked up and saw the rock monster heading towards them, getting impatient and wanting to kill them all. The sorceress decided to take a defensive move to keep the monster busy. He opened her magical bag and took out a bunch of small eggs with purple designs. She then chanted a spell very quietly and the eggs started to shake a little. In seconds, the eggs hatched and little stone birds came out and were completely alive. She then looked down at them and told them to handle the enemy.

Charmcaster: "Have fun my little pretties."

She then lifted her hand up and the little birds flew away. The strangest thing is that the moment the bird left Charm, they all grew and become huge birds heading straight to the Earth Guardian. When they reach it, they flew all around it and got it distracted. The being was surrounded and tried to shu them all away. As it was busy, the two rushed to Gwen's aid to see how's Ben doing.

Grandpa Max: "Well Gwen, any luck?"

The young woman looked at her grandfather and shook her head.

Adult Gwen: "Nothing. He's still out like a light and I tried everything to get him up. I don't know what to do."

Charm thought about this and came up with a way to wake him up.

Charmcaster: "I think I know how to wake him up."

She approached the two and bend down on one knee to get a closer look. She then took out something from her bag of tricks and rubbed both hands together. After she's finished, the sorceress opened her hands and blew something right into Four Arms face. What it was is a pink reddish mist that went to his face and into his nose after one inhale. The moment he sniffed it, Four Arms immediately got up and was flailing his four arms around.

Four Arms: "Argh! What was that? Get it off of me!"

All three of them was surprised that Ben got up quick. Hell, Gwen and Max was more surprised that Charm was able to get Ben up to his feet. Charmcaster just smiled at her work and was proud to wake him up. Ask for Benjamin, he's still freaking out, getting whatever he breathed off his face. Max could tell that he was confused and tried to calm his grandson down before he losses it.

Grandpa Max: "Calm down Ben! Relax! Charmcaster was able to wake you up is all."

Ben started to calm down and took another breather before he completely looses it. The moment he exhaled, he looked around and realized that he was at the lake. Scratching his head, he turns to the others and wonders how he got there.

Four Arms: "Um… What just happened and how did I get here?"

Gwen immediately got up and stomp her foot telling him what happened.

Adult Gwen: "What happened? You were fighting that huge rock guardian and nearly got knocked out! That's what happened! You were lucky that Charmcaster was able to wake you up when we need your help the most."

But just as she said that, Gwen wondered what the young sorceress used to wake him up. She turned to her and asked her that question.

Adult Gwen: "By the way. What did you use to wake him up? Some type of essence spell or a potion or something?"

Charmcaster just looked as her and gave her a bit of a smirk.

Charmcaster: "Naw… Just a perfume I made myself. The aroma on it can make any guy to wake up from a deep slumber."

Gwen had a sweat drop coming down her head and didn't know about that. Clearing her throat, she decided to ignore what the sorceress said. Ask for Ben he looked at all three of them and wondered what happened while he was out.

Four Arms: "So, what happened? What did I miss?"

As to answer his question, a stone bird came out to the ground and crashed right next to them, shattering it to a thousand pieces. All four of them looked at the destroyed bird and looked up at the Earth Guardian who swatted all the birds that were surrounding it except for the one it had in its hand. It squeezed its hand tighter as the bird struggled in getting out. After a few short seconds, the bird got crushed and the monster opened its hand, revealing nothing but crumbs raining down to the ground. There was a low grrr coming out of its mouth and was extremely upset of what the young teenager had done. Four Arms watched on and now understood what happened.

Four Arms: "Oh… I take it you guys were battling it while I was sleeping."

Adult Gwen: "Yeah. And as you could tell, we've been doing poorly. This is why I've been trying to wake you up desperately."

Four Arms: "Alright, so what's the plan now."

Charmcaster: "We take it down! That's the plan! We're already at the lake, so all we have to do is to shove it down to the water."

Gwen turned to her and thought she was kidding, when reality is she's telling the truth.

Adult Gwen: "And how are we going to do that? I don't know if you notice this, but that thing is enormous!"

That's when Four Arms got up and tightens all four of his fists for a pounding.

Four Arms: "Leave that to me… I'll take it down in a heartbeat."

Charm turned around and smirked at what he said.

Charmcaster: "Yeah… And get knocked down like last time."

The alien blinked with all four of his eyes and realized she has a good point. So he looked at her and wondered if there were other options.

Four Arms: "You got a better idea?"

Charmcaster: "Oh, I'm working on it."

The Earth Guardian tightens its stone fist and plunged it right into the ground. Once it entered the ground, huge dirt spikes came out and form a line that was heading straight to the group. Charmcaster saw this and warned the others to get out.

Charmcaster: "Scatter!"

Everyone quickly got out of the way the same time the spikes reached their position and nearly killed them. Four Arms jumped up and landed around the fallen trees he hit during his fall. Looking at all of them, he decided to get back to his former strategy. He picked up a couple of trees and threw them at the rock monster. There were a couple of precise hits and it didn't slow the creature down. It only made it completely angry. It then flexed its chest and stone spikes came out of it. Immediately the spikes fired and went rocketing towards the four-armed alien. Ben realized that and jumped up in the air, avoiding the oncoming projectiles by a couple of inches. Max Tennyson went to the other side of the spot of the first attack and charged his rifle once more, aiming it at the guardian. He let go of the trigger and a huge blast came out of it, heading straight towards the creature. The Earth Guardian moved out of the way only to be hit at the left side of its waist. Looking down at the half hole, it looked at the Plummer and roared out loud in anger. It tightens its other first and reached out as the arm stretched from its position and came hurling towards him. As the fist was reaching to his position, Gwen appeared out of the blue and waved her hands, forming a shield strong enough to deflect the attack. The fist hits the purple shield and didn't break, though it made some cracks after the impact. Retracting its arm back, the guardian realized they were toying with it. Using its other hand, it formed a boulder big enough to flatten the two Tennyson's. It then placed it on the ground and rolled it at such incredible force that it was speeding towards them. But just as it thought it would get them, out came Charmcaster as she took something from her bag of tricks. She got herself a sword made out of stone and black magic and it was glowing crimson pink. With one swift strike, she cut the boulder in half and destroyed it completely. The beast saw this and was completely upset by it. It then formed more boulders and rolled them down to her at high speed. Charm then continued her onslaught by slicing up more boulders that the guardian created. Once all of them were down, she ran up to it and jumped up in the air to deliver the finishing blow. But the monster used its powers to raise a column up over her and sent her flying over its head and landed on the other side. Gwen watched as her only shot in being normal was long gone for the moment. So she removed her shield and charged ahead of the beast herself. But she immediately stopped and thought of a way to restrain it. And although it might be risky, she had no choice in the matter. She opened her hands when purple disks emanated from her hands and then threw a purple streak right at it. The streak then split and surrounded the guardian. Once the two streaks surrounded it completely and connected on the other end, Gwen closed her fists and the purple ring enclosed around it, tightening the creature completely. The Earth Guardian struggled in getting out, but Gwen held on to it tightly as possible. It then started to thrash about, making it harder for the young woman to hold on. She focused all her power on the ring and made it stronger. Beads of sweat pour down her face as she was keeping the beast locked. That's when it happened. For the moment she did that, her eyes started to glow purple and it was getting bright.

Adult Gwen: "Oh no… Not again!"

She tried to regain control of her powers, but it would be a matter of time before she would loose it. Just then a pink lasso appeared from the other side and tightened the guardian as well preventing it from escaping. Gwen looked on the other side and saw Chamcaster with her lasso in tow. With it secures, she looked at Four Arms, who landed away from the spikes that would've killed him, and told him to deliver the blow.

Charmcaster: "Ben, don't just stand there! Knock this thing down into the lake! Now!"

Ben turned to see his sorceress struggling then looked back at the Earth Guardian, still trying to get out of the purple ring and pink lasso. Seeing that, Four Arms followed her advice and get his shot before it breaks free. Positioning his legs, he ran incredibly fast and charged right towards the monster. The creature saw Ben heading to it and realized what it was going to do. Though it was defenseless, it still has ways in protecting itself. Stomping on the floor, its feet sank to the ground and absorb the nutrients underneath it. It was then that rock slabs came up from the ground and rose up in the air. Four Arms could tell that it was blocking his path. But that wouldn't stop him one bit. He twists, turn, sweep, and shift around the oncoming obstacles just to reach the huge beast. The moment it got out of that little obstacle course that was created he was getting closer to his target. Realizing it didn't work, the guardian pulled one more ditched effort to stop him. In a matter of second, the ground shook and created a crack between the alien and the rock monster. This huge crack opened wider and wider as sections of the ground started and lift and fall from different areas. Four Arms noticed a section of Earth rising up, forming some kind of ramp. Observing that, he knew where to go and how to reach his target. As he was reaching it, he heard a blinking sound coming from his shoulder. He looked to his left and noticed his Omnitrix symbol blinking red, meaning that it was about to time out in mere moments. Realizing it's now or never, he ran faster and reached the ramp like cliff. Upon getting to the end, he jumped off it and flew high in the air, reaching the rock monster. The Earth Guardian watched on and now knew it was going to be too late. So in a last ditch effort, it roared out load and formed huge spikes out of the ground and raised them high into the air, just to pierce the alien from bottom to top. Four Arms quickly avoided those attacks by jumping on one pointed edge to another. Once he reached the last one, he pushed off with his feet and sped faster in the air, getting closer and closer to the creature. The moment he reached it, he tightened both his fists on the right and punched the guardian right in the face. The impact was so forceful that the protector of the Earth fell back while his face was crumbled up in the nose. Gwen and Charmcaster could tell that the creature was falling and released the purple ring and pink lasso before they get dragged in as well. As both objects faded, the rock monster dropped like a tree that was cut by as chainsaw and plummeted right into the lake. After it splashed into the water, Four Arms landed on the ground feet first the same time the Omnitrix timed out. The red flash appeared and faded and in the alien's place was Ben himself, observing the end result. A few seconds later, the Earth Guardian came out of the lake and scream and roar in agony as the water started to eat away though its skin. He could also see chunks of dirt and stone falling from its body and plummeting into the water. It then reached its hand out and gave off one final roar before sinking into the lake with its arm falling apart and vanishing into the depth below. The moment it vanished, Charmcaster approached the young kid and was impressed by this feat.

Charmcaster: "Well now, that was interesting."

Ben turned to the sorceress and gave off a deep stern expression.

Ben: "Coming from the woman who got knocked down by the guardian before we took it out."

She peered her eyes to him and snickered for a bit.

Charmcaster: "Yeah, well I guess I was a little too ahead of myself. But at least we got the job done. Where's your cousin anyways?"

Adult Gwen: "Right here…"

The two turned to their right and saw Grandpa Max carrying his granddaughter by the shoulders. Ben looked at her and could tell that something was wrong with her. She looked extremely tired, was sweating profusely, and was hyperventilating a little bit. As the two approached the other two, Ben looked at his grandfather and wondered what's causing Gwen to act like that.

Ben: "What's wrong with Gwen Grandpa? Is she…"

Max looked over his shoulder at Gwen and gave Ben an answer.

Grandpa Max: "Yeah something like that. She almost lost control of her powers again. She's trying to relax herself before she explodes like last time."

Gwen then opened her eyes to look at her cousin. Her eyes were brought back to its green color, but there was purple glow around them.

Adult Gwen: "Don't worry about me guys. I just need a little rest is all."

Ben rolled his eyes around and was now getting worried about this.

Ben: "What ever the case, we need to get this book that can reverse your spell."

He then turned to Charmcaster and asked her about the place.

Ben: "Where is you Uncle's house?"

Charm blinked a few times, with them not noticing the condition Gwen was in. She immediately cleared her throat and answered the young kid.

Charmcaster: "Not far. My uncle's cottage is about ten minutes from here. Just don't walk into any more traps this time. Last thing I want it something that will kill you again."

Ben nervously chuckled about it a little and reminded himself to stick with the others this time and not walking into any traps.

Ben: "Then lets go. The sooner we get Gwen back to her old self the better."

The three left Charmcaster and went back into the woods. Meanwhile, Charm looked on and now realized Gwen's condition. She could tell that the young woman couldn't handle those new powers that are manifesting in her and it would only be a matter of time before she looses it completely. Thinking about this, it might give her the chance to defeat her. Once they reach the place and get the book, then she'll fight her rival and end her life completely. As she was thinking about it, Max called her out.

Grandpa Max: "Charmcaster! Get back here right now! We need your help getting to the house."

The sorceress shook her head and snapped back to reality.

Charmcaster: "Coming!"

She ran to the others and led them to the cottage, with the others unaware as to what she's planning.**

* * *

This ends the tenth chapter of the story. Now I'm almost finished with this, just three more chapters and I'm done. Though the next two chapters would be a whole lot longer, the last one won't take long. As for the last chapter, the group made it to the cottage and journeyed into the halls to find the spell book. What the Tennyson's didn't know was that Charm has other plans in mind. Please Review.**


	11. Hex's Cottage

**Yep, yep, yep… This was another productive chapter if I do say so myself. A little long yes but it needs a lot of details in order to get this story going. Not to mention I'm getting close to the end of the story and I need to make sure I save all the juicy stuff for last. I just hope I don't get too carried away after this and make another long chapter. Speaking of chapters, my last chapter seems fair and collective. Let me start with the reviews. Got three types of people, each giving me a nice review. First one is from darthdragon and he liked my last chapter. Twikadevra, another reviewer, wanted me to update soon so he or she could see Charmcaster getting her butt kicked. And the last reviewer, Phoncible wants me to make Charm betray the Tennysons. Rest assure people, you will get what you wanted soon enough. Ask for the hit counter for the previous chapter, it's up to 193 hits. People are really liking this story. Hope this continues on for the next two chapters, which will be the last two chapters if I do say so myself. Now for GTAGU chapter eleven. The four made it to Hex's cottage and begins searching for the book that can help reverse Gwen's condition. But Charmcaster has other intentions once they get the book. What's bound to happen there? Let's read to get the answer.**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Eleven: Hex's Cottage

After that horrendous experience with the Earth Guardian, Ben, Gwen, Grandpa Max, and Charmcaster continued on with their journey to Hex's old house. This time, the group won't split up after Ben's unexpected attack from the monster and followed Charm's advice to avoid any traps along the way. During the search, Gwen was feeling all right now. After using up most of her powers, she nearly lost control of them and was about to blow up just like what happened last time in the mall's parking lot. She calmed herself down by breathing deeply and conversing all the power in her. Now she's back in tiptop shape and was able to walk by herself without her grandfather holding her by the shoulders. But for Charmcaster, she knows an opportunity when she sees one. Since she noticed a weakness in Gwen's new body and powers, she started to strategize when would be the right time to attack. She figured the moment they get the book for her, she will take it and attack Gwendolyn till she use up too much energy. And if her grandfather and stupid cousin get in the way, well, she'll figure some way to get them out of her hair. While she was planning, she heard Gwen's voice in the distance.

Adult Gwen: "Hey Charmcaster! Are we close to your uncle's house?"

Charm snapped herself out of her strategy and played it cool so the others won't get suspicious at what she's doing.

Charmcaster: "Not that far."

Ben groaned to himself and couldn't take all this walking anymore.

Ben: "That's the last time you said that. My feet are all ready tired and it almost feels like we passed this area a couple of times."

Charm smirked to herself and reminded him about what happened just recently.

Charmcaster: "All right. If you want to leave again, then by all means leave. We won't help you this time if you step into another trap and encounter another Elemental Guardian or something a whole lot worse."

The alien hero just remained their completely dumbfounded, remembering the last time he went on his own. Laughing nervously, he looked at the sorceress and had a serious look on his face.

Ben: "When this is all over, I'm going to send you back to jail one way or another."

Charm shrugged her shoulders and wasn't impressed by his threat.

Charmcaster: "Yeah, I'll remember that."

The group continued to journey through the woods while avoiding traps Charm's uncle placed. After over five minutes of walking, Charmcaster stopped and remained where she was. The other three immediately halted and wondered why she stopped in the first place.

Ben: "Hey! What's the hold up?"

There was a harsh silence from her until she spoke up.

Charmcaster: "We're here. This is my uncle's cottage."

Gwen to a peek and didn't see any house to begin with. All she saw is nothing but trees and shrubbery. Raising an eyebrow, she was a little confused.

Adult Gwen: "That's funny… I don't see your uncle's house anywhere."

The sorceress groaned to herself and explained it to the young woman.

Charmcaster: "Just because its not there doesn't mean it can't be seen by human eyes."

She then closed her eyes and chants a spell very quietly. When she lifted her hands up, it was glowing pink and was getting brighter. Placing her hands in the air and there was a pink light wall coming around her hand. That's when the Tennysons realize that there was an invisible barrier in front of them. The pink wall grew and grew until it covered into a huge dome. In a matter of seconds, the dome disintegrated away into nothing. Finally, everyone saw the cottage that Charm's uncle use to reside in. It was a huge house with two floors and was created in a renaissance kind of style. All three Tennysons stared at it with eyes wide and mouth agape. Charmcaster on the other hand, smiled and could understand their reaction.

Charmcaster: "I always love it when strangers come here and couldn't believe there's a house appearing in thin air."

Gwen slowly approached the sorceress and was amazed at what she saw.

Adult Gwen: "A invisible barrier that keeps your uncle's house a secret. Now that's impressive."

Charmcaster: "What can I say? My uncle has a thing with privacy."

The four approached the house and was about to reach the front door. But Charm immediately stopped and was worried about something. Gwen looked at her and thought it was another trap.

Adult Gwen: "What's wrong?"

Charmcaster: "We got a problem. We can't get through the door."

Adult Gwen: "Why can't we get in? Is it another trap?"

Charmcaster: "No. That's not the case."

Adult Gwen: "Then what is it? Tell us."

Charm sighed to herself and told her about it.

Charmcaster: "I don't have the key to the door."

There was a bit of a harsh silence throughout the place as everyone was thinking that she was joking. When they realize it wasn't, all three of them were angry with her. Especially Ben as smoke was coming through his ears.

Ben: "Whoa, back up. You mean to tell me we got you out of prison, hiked all the way here, nearly got killed by a monster made completely out of rock, and now you don't have a key to enter the house? You got to be kidding me!"

She turned to the wielder of the Omnitrix and told him it's the truth.

Charmcaster: "I'm sorry, but I'm not kidding. You see, like every other house, this house is locked on the outside. I need the house key just to get it open. And the only person who had the key was my uncle. And being that he's in a highly secured prison far from here, I don't think we'll be able to open this door sooner or later."

Gwen then came up with an idea in breaking in and told Charm about it.

Adult Gwen: "Why don't you use your magic to pry the door open? You know, just so we can get in easily."

She then turned to her and had that _'Are you serious?'_ look on her face.

Charmcaster: "Yeah, and break into my uncle's cottage like an uninvited guest. Like that would work. Sorry, but I'm not going to break a door open and sneak unto a family relative's home without him knowing it. You know how he is."

Gwen listened and realized she had a point. It's one thing to get into a house and get what she needs. But it's another to break into a family member's house for no other reason. So she kept quiet and tried to figure something else out. But Ben was still angry and was talking to himself.

Ben: "Great, this is just great! We went through all this trouble for nothing. She knew she needed a key to get in, but didn't tell us. And to make matters worse, she can't use her magic to bust open a door because its her uncle's cottage. Urgh… I should've just been killed by that Earth guardian when I had the chance."

Max looked up at the house and wondered how to get into the house without causing any more problems.

Grandpa Max: "There must be some other way getting in. Like a secret passage, or hidden tunnel, or something."

The sorceress looked to the kid's grandfather and shook her head.

Charmcaster: "Pfft… Good luck with that. Do you have any idea on why my uncle built this place? So that way no one won't find it. And even if someone would find this place, his clever traps would catch them. Like that Elemental Guardian Ben kindly brought forth. Besides, I don't know if there was any other way into the house besides the front."

Adult Gwen: "Actually, there is another way into the cottage."

Charm turned to Gwen and had a questionable look on her face.

Charmcaster: "What are you talking about?"

She noticed Gwen was in a crouching position and was starring at something highly noticeable.

Adult Gwen: "See for yourself."

All three of them wondered what she was looking at and approached her, crouching down to her level. When they look at what she was seeing, they noticed a crack that was small, but had a gap that's a couple of inches wide.

Adult Gwen: "Look at this. There appears to be a crack in the wall close to the door. It's pretty wide enough for someone to get into the other side and open the door on the inside."

Everyone looked at her curiously and wondered if this was a plan, or another half-baked idea.

Grandpa Max: "That sounds like a good plan Gwen. But there is one flaw you didn't notice yet. You see…"

That's when Charmcaster interrupted the old Plumber and told her thoroughly.

Charmcaster: "The crack is too small. None of us can't get in there."

Adult Gwen: "True… But I know a certain alien that can get through there."

The young woman turned to Ben and had a confident look on her face. Then both Max and Charm looked at him and realized what she was talking about. Ben, not knowing what Gwen was saying, turned to them and looked at them very confused. When he found out why they were looking at him for, he lowered his head and groaned to himself.

Ben: "Oh man…"

* * *

Seconds later, within the crack, something came through it and entered the steep passage between the outside and inside. That something was none other then Grey Matter as he navigated himself through the creases and small compact areas. Looking for the hole that goes to the other side of the wall, he sighed to himself and couldn't believe what he was doing.

Grey Matter: "This is just ridiculous. First I break into a high security prison, now I have to break into a magician's house. Can't believe my heroics is taken to a whole new low."

He continues to find the opening on the other side and unlock the door that's blocking their progress.

* * *

Meanwhile, Gwen, Grandpa Max, and Charmcaster were waiting for him to open the front door but it was taking him too long to do so. Charm tapped her foot a couple of times and was getting impatient.

Charmcaster: "Ugrh… What's taking this boy so long? It's not like him to waist too much time over opening a door."

Gwen took that opportunity, and joked about what they face earlier.

Adult Gwen: "Maybe he encountered a Dust Guardian along the way."

Charm looked at Gwen and had a disturbing look on her face. Max turned to them and told them to calm down.

Grandpa Max: "That's enough you two. I'm sure Ben's finding his way to the door. It's not like him to get into the house and lounge around for no reason."

Gwen turned to her grandfather and had a cold look on her face.

Adult Gwen: "Grandpa, it's Ben we're talking about. All he does is lounge around and do nothing. You think he would get in there and let us in the moment he found his way through?"

Max thought of that and realized that Gwen was right. Ben was always a lazy couch potato most of the time. So he sighed to himself in complete defeat.

Grandpa Max: "Guess you have a point there."

The three continued to wait for Ben to open the door, hoping he doesn't waist any time. A few minutes later, they all heard a ring coming from one of them. Max looked at Charmcaster and wondered if it was her. Charm looked at him and waved her hands in confusion.

Charmcaster: "Hey, don't look at me. I don't have a cell phone in my magic bag."

Both of them then look at Gwen and wondered if that was her. The young woman looked at them and lowered her head to take out her cell phone that was in her side pocket. When she noticed it ringing, she realized it was her phone. She then turned her head to see the others and told them that she needs to take it.

Adult Gwen: "Sorry. That was my phone. Let me get this. Excuse me."

She then ran from the group to find a place private to herself. Both Max and Charm looked at her and wondered what she was up to. Rubbing the back of his head, the former plumber member guessed it was nothing.

Grandpa Max: "Must be something important."

* * *

Back to Gwen, she was heading to the private spot just to see who it's from. She looked at the phone call and noticed that it has an unknown caller on the screen. Thinking it is who she thinks it is, she press send on her phone and answered it.

Adult Gwen: "Hello?"

After a few seconds she heard the line from the other side.

Jason: _"Hey Gwen. It's me Jason. I just want to call you to not forget about our date tonight. I don't want you to miss it and all."_

Gwen sighed to herself, knowing that she won't be able to go on the date since there's a chance she's going to be back to normal. But he has to keep him happy incase she fails in the spell that could reverse the condition she is in. So she took a deep breath and lied to him again.

Adult Gwen: "Oh come on Jason. You know I would never want to forget about our date tonight."

Jason: _"Great to hear."_

There was a bit of silence between the two until Jason asked something on the other line.

Jason: _"Is everything okay where you are? Your voice sounds a little rough on the phone. Is there interference on your side or something?"_

Gwen eyes were wide and now knew she was in trouble. She knows that she's in the forest in the middle of nowhere and even though she has reception, it's a little hard to understand with static in the receiver. Thinking fast, she told him what she was doing.

Adult Gwen: "Uh, yeah… Well, you see… I'm…taking a jog through the park. Yeah that's right. I'm jogging down a path in a park nearby. There are a lot of trees around here that's impossible to get a reception. That's why there's interference on my phone."

Jason: _"Oh okay. For second there I thought you got lost in the woods out in the middle of nowhere. That place is dangerous no matter who you are."_

Gwen nervously laughed a little and hopes that was a joke.

Adult Gwen: "Yeah… That would be really troubling. Got to go now. I got a couple of laps to go."

Jason: _"All right. I'll let you get on with your exercise. See you tonight."_

Gwen hung up the cell and groaned to herself.

Adult Gwen: "I can't believe I'm doing this."

As she was contemplating what she would do, she heard her grandfather's voice booming in the distance.

Grandpa Max: "Gwen! Get back here! Ben was able to reach the door on the other side. Let's go!"

Gwen looked up at the direction where her grandfather yelled and responded back.

Adult Gwen: "Okay, I'm coming!"

She ran back to the cottage and met up with the others. Once she joined up with them, Charm looked at her and wondered who was calling the young woman.

Charmcaster: "So, who was calling?"

Gwen looked at her and lied about who it was.

Adult Gwen: "Oh, just my mom asking how's my vacation with Grandpa. Had to clear my voice to make it sound a little more kiddush. Don't want mom to know I have grown up pretty quick right?"

The sorceress cocked an eyebrow and find what Gwendolyn said very suspicious. But just before she could get a real answer, they all heard the doorknob turning and looked at the door. Within seconds, the door opened slowly and finally gave the group access into the house. When it was fully opened, it revealed Ben Tennyson who returned to his human form. He was in the small passage for so long that he was able to get out of it before his Omnitrix timed out. Upon opening the door, he looked at the others and smiled while laughing a little nervously.

Ben: "Sorry it took so long. Place was hard to maneuver with all the cracks and all. And you can imagine the size of the cockroaches and rats are when your Grey Matter."

Charm folded her arms and was arrogant at the boy's own folly.

Charmcaster: "Well it took you long enough. Now come on. We're wasting too much time."

She walked into the house and past Ben. The three looked at her and was a little curious about her behavior.

Ben: What's up with her?"

Adult Gwen: "Don't have a clue."

Grandpa Max: "She's just a little anxious is all. She hasn't been in this house for a long time it's obvious that she misses it so much. Let's follow her and find this spell book."

The three then entered the cottage and followed Charmcaster. As they entered the house they notice they were in what appears to be the main hall of the house. There were two staircases on both ends, a chandelier on the top, a center door at the other end, and in the middle, a table with an assortment of flowers, all wilted. But this house is no ordinary house it was a magical one. Once the group entered the house, the chandelier came back on, illuminating the room. Once the room came back to life, the group was amazed at the place.

Ben: "Wow… This place is amazing. Never really thought your uncle had taste at Home and Garden's Charm."

The sorceress shrugged her shoulders and responded to the compliment.

Charmcaster: "Well, what can I say? My uncle has a unique taste. But it looks like this place is seeing better days."

She placed her finger on the stairway and slid it up. The moment she removed the finger, she inspected it and notice the thick sheet of dust on it. She sighed to herself and shook her head.

Charmcaster: "Since my uncle's now a baby, this house is showing signs of age. Without a good clean up, it's going to be a complete mess. What a shame."

There was a bit of silence until Gwen came in and broke it off.

Adult Gwen: "Well? What are we waiting for? Let's go find this book and return myself to normal. You know where it is right?"

Charm turned to her and answered her.

Charmcaster: "Of course I know where it is. It's within the library. Follow me."

She then went upstairs with the others going after them. Once they reached the top, they went through an archway and entered a hall. The hall had purplish wallpaper with paintings on the walls, and empty armor knights everywhere. Walking down it, the Tennyson's were still impressed by it.

Grandpa Max: "Gotta say, Hex certainly was living the highlife."

Adult Gwen: "Yeah… Who would've thought that Hex was a rich man?"

Charmcaster just look back at them and warned them of what's to come.

Charmcaster: "Just be careful. My uncle set more traps in here then out there. He didn't like strangers entering his house, even if it is his guests."

Ben's eyes were wide and couldn't believe that was hearing.

Ben: "Are you serious? You mean that we have to get through more traps again? You could've warn us about that sooner."

Charmcaster: "And ruin all the fun? I don't think so. Besides, someone needs to learn a lesson in stepping onto my uncle's trap and awaken the Earth Guardian."

Ben looked at her and had a very sour expression, like he was going to beat her up for not telling him. Gwen noticed that and started to calm him down before he looses it.

Adult Gwen: "Now Ben calm down. We need to get the spell book that can make me normal again. You can beat her up all you want when this is over."

The boy calmed himself down and decided to follow what his cousin said.

Ben: "All right, fine. I'll wait. But when this is all over, I'm going to give this girl a beating she will never forget."

Gwendolyn smiled about that and could agree with her dorky cousin for once.

Adult Gwen: "Dully noted. Just save me some okay? I really need to give her some pay back of my own."

As they were talking, Charmcaster was listening in. She could tell they would fight her once they get the book and take her back to jail. But she needs to fight with Gwen and Gwen only. And she has already set a trap up for her to fight with her while the others were busy in trying to escape. All she needs to do is to play along until its time to strike. So the group continued walking down the long path until Charm made a complete stop. She looked around and noticed that something just doesn't feel right. Everyone looked at her and wondered what she was thinking.

Grandpa Max: "What's wrong Charmcaster?"

There was a bit of silence until the sorceress told them.

Charmcaster: "I don't know. But there's something wrong with this hall. It's quiet, too quiet."

Ben looked around and noticed nothing going on.

Ben: "Funny… I don't see anything out of the ordinary."

But after a few seconds, something strange happened. The armor around them had their heads turned to them. They then stepped down from the pedestals they were on and turned to them fully, getting into their stances and had their weapons ready. The team looked at them all and realized that this was another one of Hex's trap.

Ben: "Oh… Now I see it."

The group huddled together and prepared for battle. But there was one problem. Ben looked at his Omnitrix and noticed the hourglass was still red. He sighed to himself, realizing they were in deep trouble.

Ben: "Well this is just great! My Omnitrix is still recharging. I can't get any alien to help us."

Charmcaster: "Guess we have to fight them off ourselves."

But Gwen thought of something and turned to Charm.

Adult Gwen: "Hey Charm. Why don't you use your magic to order them to get back? This is your uncle's mansion."

The sorceress sighed to herself and told her about this type of situation.

Charmcaster: "That's going to be a problem. You see, the magic that was casted to these armor knights was that of my uncle and it's way advance. Only he is the one that could tell them to back off. And unfortunately, I don't know much of this spell."

Ben then groaned to himself and knew this was going to happen.

Ben: "As if things couldn't get any worse."

One of the armor knights charged in and used the spear to penetrate the group. Max pointed his rifle at the guard and fired a huge energy blast, knocking it off its feet and crashing on the floor. Each part of its armor fell apart after the hit and was completely immobile. All the other armor knights looked down at the broken armor then looked back, realizing they were a complete threat. They then prepared their weapons and began the assault. Grandpa Max lifted his weapon up and told the kids about this predicament.

Grandpa Max: "Listen to me. We need to work together if we are ever going to stop this. Let's take them down!"

All three of them got into position and agreed with the former Plumbers member for once.

Charm, Gwen, and Ben: "Got it!"

The armored knights then started to charge in and began their attack. The first knight raised its sword high into the air and was about to cut the group up. They quickly split up and avoided the attack. Soon enough, everyone got into position and took on the empty pieces of armor. Max used his rifle and blasted the knights one after another. Those who were closest to them got the worst part of the attack as the energy pulse knocked them to next week. Gwen used her karate skills and dodge and avoids the attacks by the knights. With her adult like body, she was more flexible then before. She used her kicks to remove their weapons and used her powers to fire purple projectiles at their breastplates, blowing them away. Ben on the other hand was having difficulty with the enemy. Without his Omnitrix in full power, he won't be able to fight against the bodiless knights. So all he could do is to duck and roll out of the way. But for Charmcaster, it was an easy breeze. She used a magic spell to remove the guards protecting the hall.

Charmcaster: **_"Removous Aspectourous!"_**

With a quick wave, her hands emanating pink magic and engulfed the armor. Since all the armor was completely empty, the knights started to fall apart by force and scrambled on the floor. So far, the fight was on the group's side. But then the armor knight's numbers grew more and more by the second. So then the group was completely surrounded by the armor clad soldiers.

Ben: "There are too many of them! We can't hold them off for much longer."

Grandpa Max: "We have to fallback and regroup. Find another way to reach the library."

Adult Gwen: "But where are we suppose to go? We're trapped!"

Charm then came up with an idea to keep them occupied.

Charmcaster: "Hang on. I think I know how to get them off our backs."

Grandpa Max: "Well, hurry up before we get overwhelmed!"

Charm nodded and focused long and hard. Finally, she opened her eyes and they were glowing pink as she chanted another magic phrase.

Charmcaster: **_"Ingornious Flashous!"_**

Within moments, she lifted her hand up and a huge flash of pink light engulfed the entire hallway. Ben, Gwen, and Max shielded their eyes to prevent them from being blind. In a matter of seconds, the light filled the hall so much that you can't see a single thing. But as soon as the light appeared, it faded completely. The knights guarding the hall were a little surprised but went back to the fight. But there was one little problem, the intruders weren't present. The all looked around and searched the hall, just to see if they haven't gotten that far. What they didn't know was that there was one of the doors that were a little opened on one side of the hall. There was a brown eye peeking through the crack and skimmed the hallway to see what the knights were doing. On the other side of the door, Ben, Gwen, Max, and Charmcaster were hiding from the guards protecting the hall. They were inside a guest bedroom with fancy wallpaper, a huge king size bed, a vanity table, closet for clothes, and a bathroom for some privacy. Ben peeked through the doorway just to see the guards leaving, he then sighed in complete relief knowing that they were gone.

Ben: "Phew… That was close."

Charmcaster: "Don't count on it yet. Though we are safe, it will only be a matter of time before they start searching the rooms. Then we're in big trouble."

Ben turned to the sorceress and told her something.

Ben: "Well if you know a way in getting out of here, I would glad to hear it."

Charm smirked and knew what he was trying to say.

Charmcaster: "Gladly."

She turned around to approach a wall with a candleholder hanging on to it and explained to them what she has in mind.

Charmcaster: "When my uncle built this place, he had to put together some secret passages around the place for either quick getaways or shortcuts. They are the easiest of access when it comes to reaching rooms quicker. It's possible one of those passages can get us to the library. But I got to warn you, it's not going to be easy."

Gwendolyn sighed to herself and realized what that meant.

Adult Gwen: "Let me guess… More traps within the secret passages?"

Charm turned around and was surprised the Gwen knew about it already.

Charmcaster: "And how did you know about that?"

Gwen shrugged her shoulders and answered.

Adult Gwen: "Believe me. Everywhere we go is always a trap one way or another."

Charmcaster groaned to herself and knew she came to that conclusion.

Charmcaster: "Yeah, I know. My uncle's a little bit uptight around here. Always like to seclude himself and all."

Ben folded his arms and rolled his eyes around.

Ben: "Yeah, noticed that."

Charm turned back around to the wall and looked up to the candleholder on it. Once she grabbed hold of it, she then turned it to the left. At first, there was nothing, but a second later, the wall started to shake. Suddenly, the wall pushed back and moved to the right by itself. In moments a passage was revealed in front of them and lead them the way. The group stared in complete awe as Charmcaster smirked to herself.

Charmcaster: "Let's move."

She walked into the passage as the others followed behind her. Once they entered the passage, the wall behind them closed and sealed itself up. Within the passage, everything was completely dark and you couldn't see anything. Ben could tell that and he was starting to complain again.

Ben: "Darn it, I can't see a thing. It there a light around here where we could see or something?"

Charmcaster: "Hang on. I got something that could work."

She chanted something in a low quiet voice and her hand was glowing bright pink, illuminating the entire area in one go. She looked back at the Omnitrix owner and had a sly smile on her face.

Charmcaster: "Happy now?"

Ben just shrugged his shoulders and wasn't impressed.

Ben: "Eh… Guess its better then being in the dark."

So the group continued their journey through the passage. As they were walking, they looked around and saw what the passage looked like. All there is were wooden panels with supports keeping the passages intact. There were many passages, each one leading to a different area. Charm looked around and tried to figure out where to go. At the same time, she told the others what she was doing.

Chamcaster: "Okay, here's the deal. My uncle used these passages for an escape or a quick way through the cottage. I always have the tendencies to use the tunnels to run around when I was young. Too bad my memory is a little blurry since the last time. But at least I have much of a good memory. If I remembered correctly, the way to the library is this way."

But Gwen didn't believe her and had a questionable look on her face.

Adult Gwen: "And what if you were lying to us?"

The sorceress stopped in her tracks and turned around to see the young woman.

Charmcaster: "Come on Gwen… Did I ever steer you wrong since we got here?"

Gwen cocked in eyebrow and finds her behavior a little bit suspicious.

Adult Gwen: "So far, not yet. But I know you're up to something."

Charmcaster: "Really, you think I can trick you after what we've been through?"

Adult Gwen: "Well I know you planning it. And after the most of the summer you put us through, I know what you can do."

The two stared at each other and had cold icy eyes. Ben and Max noticed this and knew it was going to be a matter of time before they explode and fight each other. Max then decided to stop this and separated the two before things get worse.

Grandpa Max: "That's enough you two. We're not here to fight it out. We're here to get this book and end this mess that has happened. And the only way we could fix this is that we work together. End of discussion! Understand?"

The two looked at him then at each other and remained silent. They then turned their heads in disgust and responded at the same time.

Adult Gwen and Charmcaster: "FINE!"

The two then walked together and turned right with their heads turned away against each other. Ben just looked on and could tell this won't be too easy.

Ben: "Something tells me that this is going to be a long day."

Grandpa Max: "Tell me about it. If this keeps up, I don't know if we're going to save Gwen in time. Now lets go after them before they lash each other out again."

Ben nodded as the two followed the girls. A few minutes later, things were going back to normal. Both Gwen and Charmcaster had got the chance in cooling their heads before they loose it so they didn't get into another fight. But Ben and Max knew it would be a matter of time before they got back to their fighting again. As they continued to walk, they noticed that something that's not right. So Ben asked the sorceress a question.

Ben: "Hey Charmcaster. You did say that there are traps in the secret passages right?"

Charmcaster: "Yeah. Why you ask that question?"

Ben: "Well because we've been going down this path for a while now and I haven't see a single trap being set."

Charm thought about this and realized that he has a point. They've been walking around and didn't find or stepped onto any traps.

Charmcaster: "Really? That's strange…"

After thinking about it, she came up with a conclusion.

Chamcaster: "Hmm… Maybe it has something to do with triggering something. Remember that attack with the Earth Guardian?"

Ben sighed and remembered what happened a while ago.

Ben: "Yeah… How could I forget about that?"

Charmcaster: "Well, I believe if we step into something the trap might be triggered. So even though we're walking and nothing is happening, any one of us would step on a trap right about…"

Suddenly, someone stepped on something and the room began to shake. Within seconds, wooden boards came to life and closed off both passages from left to right, sealing the group completely. Everyone was caught by surprise as Charm asked who did that.

Charmcaster: "Okay! Who stepped on the trap's trigger?"

Everyone looked at each other and wondered who did it. Then all three of them looked at Ben thinking he stepped on another one again. The young boy looked at all of them and realized they were starring at him for a bit and protested.

Ben: "Hey, don't look at me. I was the one following Charmcaster. She would've stepped on the trap herself if she was leading the way."

Just before anyone would come to a conclusion, the ground below them started to shake. With no way in getting out, the group had no choice but to waited it out until it was over. But just as they were waiting for it to be finished, the ground they were standing on began to break apart. Being that they can't escape, the group fell from the destroyed ground and went into the deep darkness. After that, the hole sealed itself up with new dirt and the planks of wood opened up. So far, everything was back normal with the exception of the group that fell into god knows where.

* * *

Moments later, the group was in a dark and desolate place; someplace they don't know where they are. All of them slowly regained consciousness and tried to figure out where they are now.

Ben: "Urgh… Didn't see that one coming. Where are we anyways?"

Adult Gwen: "Don't know. Can't see anything in all this darkness. Charmcaster?"

Charmcaster: "All ready on it."

She lifted her hand up and brought back the pink light that illuminated the place once more. When the group could see where they are, they noticed that they were in some kind of cavern. Max looked around and didn't know where they were this time.

Grandpa Max: "What is this place?"

Charmcaster: "An underground cavern. Didn't know there was one under the house. Uncle must've known this and used it to place unsuspected guests into some of the traps above."

Ben: "Gee… Who'd of thunk it?"

Max turned to his grandson and told him to be quiet.

Grandpa Max: "That's enough Ben!"

He then looked at Charmcaster and asked if there was a way out.

Grandpa Max: "Is there a way back to the mansion?"

Charm looked at him and shook her head.

Charmcaster: "Unfortunately, I don't know. My uncle didn't tell me about this place. He must've kept it a secret from me."

Gwen just rolled her eyes around and couldn't believe this.

Adult Gwen: "Terrific… We're lost."

The sorceress looks around and notice something that could help them get out of there.

Charmcaster: "Maybe not… Look up there."

Everyone looked up and noticed pipes on the ceiling.

Grandpa Max: "Those look like pipes."

Charmcaster: "Yeah… Those look like plumbing pipes, something you should understand about."

Max looked at her and didn't like that joke.

Charmcaster: "It's possible these pipes could connect to the house in some way. If we could follow them, we could find a way out of this place."

Ben: "Either that or another trap set up from your uncle."

Charm looked at him and just ignored him.

Charmcaster: "Let's go."

The group then started to walk, following the trail of pipes and finding a way back up to the mansion. What they didn't know was that someone, or something was watching them quietly, waiting for the right moment to attack. As it kept on watching the team was journeying through the caves, tracing the pipes that are connected to the house. As they were walking, Gwen couldn't help but to be amazed at the caverns. The way the design of the sharp edges and the arch like tunnels were truly breathtaking.

Adult Gwen: "Wow… This place is amazing! You're certain you never been to this place."

Charmcaster: "Positive. I've never seen this place before in my life. I still couldn't believe my uncle would keep this secret from me for so long."

Ben decided that it would be funny to joke about it.

Ben: "Well maybe you uncle like to be very secretive, even from a niece like you."

Charm looked back and gave Ben a deep glare.

Charmcaster: "Can I shut his mouth completely? I have a spell that can do that."

Adult Gwen: "Naw. Only I can torture Ben."

Charmcaster groaned and decided to let that pass.

Charmcaster: "Huh… Point taken."

The two continued to walk through the caves, hoping there's a way out of there. They weren't even aware of that someone was watching them, or something. As they walked down the place, Max got the strange feeling that it was too easy. He looked around and noticed nothing out of the ordinary, but he knew deep down that there was something wrong. Ben looked back and noticed his grandfather checking the place out. Noticing him acting a little paranoid, he asked him what's the problem.

Ben: "Hey Grandpa, is something wrong? You look like you have forgotten something."

Max looked at his grandson and could tell that he's getting worried about him.

Grandpa Max: "No, I'm fine Ben. It's just that this place doesn't feel right."

Ben: "And that means…"

The former plumber member looked at him and told him what he thinks.

Grandpa Max: "Think about the trap that Hex set back at the secret passage. There has to be a reason it sent us down here to begin with."

Ben: "But Charmcaster said she believes there are no traps around here."

Grandpa Max: "Well, she also said that she never been here before in her life. So it could be possible that there could be another trap waiting for us."

Ben thought about it and realized that his grandfather was right. Charm didn't know about this place till now and there's no telling if there were any traps or anything else within the cavern. As he was thinking about it, the girls noticed them leaving far behind and tried to get them going.

Charmcaster: "Hey! What are you two doing? We have to go."

Ben turned around and approached her, letting her know what he discovered.

Ben: "Charmcaster, are you sure you haven't been in these underground caves before?"

Charm cocked an eyebrow and was confused at what he was saying.

Charmcaster: "Why of course I've never been here before in my life."

Ben: "So you don't know if there are any traps around here?"

Charmcaster: "No. At least I don't think there are any traps. Why are you asking me all of these questions?"

Ben: "Because if I remember correctly, you said that your uncle set up traps in and around the house. Then that means its possible that there could be a trap or worse under here too."

Charm thought of that and realized he has a point. Even if she didn't know about this cavern, her uncle must've placed something in there. And even if there was a trap they fell for back at the passageway, there was a reason why it lead them here. So if what she thinks its true then that means that there could really be a trap. Looking around, she got the funny feeling that they are being watched. So she looked at the others and told them to keep on moving.

Charmcaster: "Come on guys! Let's get out of here before we run into more-"

But then, without warning, there was a loud roar from all around them. They all immediately stopped dead in their tracks and looked around to see what was that. They then notice shadows coming from all around them in different caverns. So they waited to see what's coming towards them. After a few seconds, they notice a group of rock monsters coming towards them. Of course they were made of rock and stone with red eyes and sharp pebbles for teeth. Max had his weapon ready and wasn't sure what they were.

Grandpa Max: "What are these things?"

Charm looked at them more closely and realized what they were.

Charmcaster: "Hmm… They appear to be rock golems, protectors of caverns of all kinds. My uncle must've created them to protect the underground caverns."

Gwen looked back at her and asks her about these creatures.

Adult Gwen: "Let me guess… You can't control them as well?"

The sorceress looked at her and shook her head. Gwen then look down on the ground and sighed to herself.

Adult Gwen: "Wonderful…"

All the golems surround the group and were ready to take them on. Gwen, Max, and Charmcaster prepared themselves for a fight. Ben then looks down at his Omnitrix to see if it was ready. That's when he noticed that the red light turned green and it was glowing away. Seeing that, he smirked and was ready to battle.

Ben: "Don't worry guys. I got something that can rattle their pebbles."

He activated his watch and turned the dial to find the proper alien for the job. Once he got the right alien, he lifts his hand up and slapped the dial down. A green light came out of the watch and engulfed the place, blinding his family, Charm, and the golems. The moment it faded away, the golems looked back at their prey and discovered something in Ben's place. It was an alien that stands on four legs and was covered with orange fur. It had a mouth with razor sharp teeth but no eyes, or nose. All it did have were a pair of gill like things on each side of its neck. Along the way there were claws on both its hands and feet, long hair spikes and act as its armor, and a shoulder protector on its left side with the Omnitrix symbol. It was clearly evident that this creature was another one of Ben's aliens, Wildmutt. Charmcaster looked at the creature and could smell the horrible stench it possessed. She covered her nose and couldn't stand the smell.

Charmcaster: "Ew… Gross… Is this your pick for battling these golems? You can't be serious!"

She was so worked up on the alien, she didn't realize that one of the golems approached her first and was going to attack. It raised its hands up and tightens its fist to flatten her. Ben then sensed something and his gills opened up. What those gills really are is a sonar mechanism where even though he can't see; he can sure sense any thing for miles. Once he noticed that the sorceress was in danger, he turned around and pounced on the golem, using its claws to scratch it completely. Charm watched on and was amazed by the unexpected save.

Charmcaster: "Okay… I guess he's good."

At the same time, the other golems did the same thing and attacked the others. Max pointed his weapon at one of the creatures and fired a huge energy blast at the center of its chest. Charm charged up her hands and threw multiple projectiles at the second creature. The third golem was able to attack Gwendolyn by giving her a straight punch. But she was able to use her hands to spread them out of form a purple shield to deflect the attack. The rock being continued to punch and punch while the young woman blocked them with all she could muster. Her shields were great to handle all the attacks, but she could see signs of cracks emanating from the center. She had to come up with a plan fast before this beast kills her. She then quickly rolled away and avoided another attempted attack by the golem. Once she was in the clear, she waved her hands and purple strips came out of them, wrapping both its arms and legs. With the monster trapped, she finished it up by tightening her fists and squeezing the arms and legs completely. Seconds later, the appendages broke apart and left the creature armless and legless. With that out of the way, Gwen pulled the finishing blow and raising her hands up and formed a huge block that's heavy enough to crush it completely. Meanwhile Wildmutt was having his own fun. As he finished off his first prey, he sensed another one coming towards him with its arms ready to pound. He leaped away seconds before the creature starts to kill him. Unfortunate for it, the golem destroyed its comrade and broke it to a thousand pieces. Ben skidded to safety and went on the attack with the next one. It pounced on its back and used his claws again to scratch and tore it up. The fight was tough, but the team managed to get through it. But more golems came out of the blue just to assist the others. The team knew this wouldn't be good as Charmcaster told them to forget about the fight.

Charmcaster: "Forget about them! We have to get out of this place and back to the cottage!"

Adult Gwen: "But what about these things? Surely they will follow us."

She didn't know that another golem came up behind her and was going to strike. But then, Wildmutt just appeared in mere seconds and took down the golem with incredible strength. Gwendolyn looked behind and saw her cousin took it down with ease. The alien then punched it many times as it could until its nothing but rubble. Then two more golems surround him and decided to attack him. Ben decided to strike the two by attacking the first one with its feet and giving a sucker punch with the second one. Max watched the battle and knew Ben can take them on.

Grandpa Max: "Don't worry. I think Ben can handle them. Let's move!"

The three make a break for it while Ben in his Wildmutt form remained to do battle with the golems. A few of the golems who were hiding saw the three leaving and knew they can't let them escape. So they followed them and make sure they won't. Wildmutt was busy with the two golems when he stopped and his gills opened up. Under his sonar, he saw the three getting out of the fight and turned to see a bunch of golems following them. So he rushed in and tried to stop them. But three more golems came up in front of them and blocked his way through. Upset by this, he decided to attack all three of them and lunged at the one in the middle.

* * *

Meanwhile, the three ran past through the caverns, following the pipes that would take them to an elevator or lift or something. None of them weren't aware that more golems were following them. Charm continued to look at the pipes and noticed they were getting closer. It's obvious that there were less and less pipes on the ceiling so that could mean they're near.

Charmcaster: "I think we are getting closer. Just hang on just a bit further."

They kept on running and turning until they noticed something out of the horizon. There was an open shaft with a bright light at the end. Realizing what that means, she told the others what she found.

Charmcaster: "That must be the elevator that can take us back up. Let's go!"

The all ran to the elevator and thought they were going to make it. But just as they reach it, four golems came out of nowhere and blocked their exit. They were about to turn around until more golems came up from behind. They all looked around and realized they were completely surrounded. Gwen looked back to Charmcaster and had a stern look on her face.

Adult Gwen: "So much for getting out. Now what do we do?"

Charm looked at her and told her simple.

Charmcaster: "We fight them off."

She tightens her fist as they glow pink. She then threw pink hexes at the first few just to get them damaged a bit. Gwen nodded and knew this would be inevitable. She tightens her fists too and they were glowing purple spheres. She stretched one of her hands out and shots of purple beams came out of her hand. She was able to make a couple of attempted hits, but that didn't kill them. The group looks down at the marks Gwen made and looked up at her growling lowly. They then charged at her and were ready to attack her. On self-defense, Gwendolyn lifts her hands up and formed another barrier to protect herself from the golems. The shield was able to hold them back but it would be a matter of time before it breaks apart from the pressure. The golems continued to hit the shield until it starts to break apart. They were about to crush her until something unexpected happened. A beam of light hit each of the golems on the knees and took them down in one go. They fall to the ground with their backs on the floor and were completely vulnerable. Gwen looked down at them with a flick of her wrist created a purple cutter to chop their heads off. With them all gone, the young woman looked around to see who saved her. That's when she found her grandfather holding his rifle at the direction of the golems. She smiled at him and waved her hands.

Adult Gwen: "Thanks Grandpa!"

Max nodded and was proud in saving her. But he didn't know that two more golems were behind him. But Gwen saw them as she pointed to the golems and told him and look out.

Adult Gwen: "Behind you!"

The former Plumbers member turned around and saw the two ready to attack him. He immediately rolled past them and went under the first that was going to hit him. Once he got back up, and pointed his weapon at the first one and pulled the trigger. The golem didn't have time to avoid this as the blast hit it in the chest and exploded on the inside. He turned around and was about to get the second one. But the second one was prepared and knocked Max to the ground. The Plumber fell to the ground and made while his rifle flew out of his hands at the same time. He tried to get up, but the golem placed its foot on him and make sure he didn't get out. He looked up at the creature and noticed it was going to flatten him. Unfortunate for the monster, it didn't realized what's going to happen behind it. A purple sphere came out of nowhere and was incased around the golem's head. It felt that and tried to get it off it. But no matter how hard it tries, the sphere is still intact. Before it could find a way out of it, the sphere grew smaller and smaller until the walls touched its head. Within seconds, the head got completely crushed by the sphere and left the golem headless. And without a head, its body just fell to the floor and broke apart in a million pieces upon impact. Max blinked a couple of times and looked around to see who saved him. That's when he saw his granddaughter with a purple orb surrounding her fist. He smiled at this and was glad she saved his life like he saved hers.

Grandpa Max: "Nice save Gwen. Guess we're even now."

Gwen smiled and was right with him. Too bad she didn't know there was another golem right behind her getting ready for a sneak attack. Max saw this and was about to tell her the same thing she told him. But then, an unknown array of pink strips came out of the blue and cut the creature up to bits. With it down for the count, the young woman looked behind her and was surprised that there was something that would attack her, yet wonder who saved her to begin with. There was a whistle and she turned to the left to see where it came from. That's when she saw Charmcaster trying to fend off against the group of golems. She looked over to the two and told them to come to her.

Charmcaster: "Hey, can I get some help over here please? I can't fight them off all by myself!"

Both Gwen and Max looked at each other then looked back at the sorceress. Knowing they don't want to loose her, they both charged in and help her out.

* * *

While the three were busy ducking it out against the golems, Ben in his Wildmutt form is handling his own problems. Surrounding him were a number of golems that were ready to destroy anything in their path. He was standing on a torn apart golem he disposed of just recently. Looking at each of them with his sonar gills, he knew he was in a bit of a problem. And there's no idea on when his Omnitrix will time out on him. So he had to do it hard and fast before it's too late. The first golem headed towards him and ready to attack. Wildmutt sensed that and lunged at the creature in the face. The golem was blinded and couldn't see a thing. It flailed its arms wildly as it try to get the alien off of it. What it didn't know was that while waving its arms, it took out of few of its friends, knocking them in the arms, chests, and heads. Some of the golems noticed this and decided to attack the one responsible before more get hurt. The moment they pounced on it, Ben jumped off its head and went to the next golem that wasn't involved. When he landed on it, he used his claws to slash it in the face, tearing it apart bit by bit. It didn't know however that another one was behind him and was about to flatten him to a pancake. But seconds later, Wildmutt's gills detected the attack from behind alerting the alien of what's going to come. Quickly he used his back legs to hit its chest and let it fly away from him. Two more then approached him and were about to flank him. Ben used his incredible agility to jump over the first golem and grabbed it by the head. As he was landing, the golem fell along with it, sending it crashing to the floor and shattering it to pieces. The second golem charged to him and was going to hit him to the wall. Sensing that through its gills, Wildmutt jumped high in the air and avoided the attack, flying over the creature. The golem, on the other hand, missed him and crashed right into the wall, killing itself in seconds. Once he landed on the ground, he looked around and saw a few more of them around, waiting for the right moment to attack. Ben growled to himself and knew this was going to take a while. So he charged in and started attacking the others.

* * *

Back with the others, they were having better luck then Ben. The golems continued to grow by large numbers and it was getting hard for them to hold them off. Charmcaster used her hexes to create sharp objects to cut the creatures up. Max used his rifle to blast two or three through the holes of the chests. And Gwen was firing purple orbs at whatever's close to her. With all that they have, the golems continued to grow more and more numerous by the second. Gwendolyn was getting frustrated and couldn't take this anymore.

Adult Gwen: "Argh… This isn't getting us anywhere! We have to take them all out now before they overwhelm us!"

Charmcaster: "And how are we going to do that? I don't know about you, but we don't have that much firepower to take them out!"

Gwen looked at her hands and came up with something that might work.

Adult Gwen: "I think I got an idea. But it might be risky. Everyone stand back!"

Both Max and Charmcaster got back, wondering what she's going to do. To their answer, the young woman took a deep breath and started to focus. Just then, her hands started to glow purple and was getting brighter and brighter by the second. At the same time, the golems approached them and surrounded them, ready to finish them off. But they didn't realize what Gwendolyn was going to do. After she gathered up all of her energy, she looked up to them in glowing purple eyes and opened her hands. In an instance, multiple projectiles and strips came out of her hands and attacked all of the golems. Half of them got blasted while the other half were cut to pieces. Once the smoke was mayhem was cleared all the monsters were nothing but mere rubble. Max was surprised by this and was going to congratulate her.

Grandpa Max: "Nice work Gwen!"

But just as he was about to hug her, he noticed something wrong with her granddaughter. She started to look a little woozy and it would appear that her vision was getting blurred. She was slowly loosing her balance until she tripped and fell to the ground. The grandfather and scared at this and successfully caught her before she could fall to the floor. After he got her, he tried to wake her up.

Grandpa Max: "Gwen, are you okay? Snap out of it. Say something."

He shook and talked her out of it but it was no use. She was still in a sleepful state. Charmcaster noticed this and soon realized that there is a problem. She approached the two and began to examine Gwen's condition. Max looked at her and wondered about Gwen.

Grandpa Max: "Well? Is there anything wrong with her?"

After looking at her condition, Charm got up and told him straight away.

Charmcaster: "I was afraid of this. Looks like she used too much power to bring down those golems. She seems to be resting if off until she can recover."

The two then heard loud growls coming from all around them. They looked up and noticed more golems coming from every direction.

Charmcaster: "And by the looks of this, she picked a really bad time to sleep."

She turned her head back and saw the lift is open, ready to enter. She turned back at the ex Plumber member and told him to leave.

Charmcaster: "Get to the shaft and take Gwen with you. I'll hold them off as long as I can!"

Max nodded and carried his granddaughter to the lift. Charm then looked over at the golems getting closer and prepared herself for a full on attack.

Charmcaster: "All right boys. You want a piece of me? Come get me!"

She then tightens her hands to glow pink and threw hexes and sharp objects at them.

* * *

As this was going on, Ben, A.K.A. Wildmutt, was finished with his fight. All around him were the remains of the rock golems. He was able to take down and last one and crushed its head completely. After that onslaught, he got up and looked around to see the damage. Satisfied, he decided to head back to the others and see if they need some help. Problem is after all the mess he'd been through; he doesn't know where they are. That's when he heard the sounds of roars from the left. Thinking that they could be there, he dashed towards them, hoping they would be safe.

* * *

Turns out, that's just the opposite. Charmcaster continued to throw sharp hexes at the golems while Max was able to take her granddaughter into the service elevator. Once he got her in, he turned to the sorceress and told her to leave too.

Grandpa Max: "We're in! Hurry back here now!"

Charm looked back and saw the two in the elevator. So she swiftly waved her hands at the other golems and formed a barrier to block them. It did work, but it will be a matter of time before they can break through. So she made a break for it and headed to the lift. What she didn't was one of the golems were on top of the ceiling and was looking through the hole, waiting for the right moment to come down at her. Once she had her back turned on it, it knew it was the right time to strike. The three of them didn't know about this until Max noticed a shadow from high above and warned the young sorceress on what he saw.

Grandpa Max: "Charmcaster, behind you!"

Charmcaster heard that and turned around to see if anyone was following her. She saw no one except for the creatures she trapped in the barrier. But if he said that there was something behind her doesn't mean it's in front of her. She slowly looked up and saw the golem over her head. It jumped down to pounce while Charm formed a pink high wall between the creature and herself. But just as the golem was about to pound her to death, a lone creature came out of nowhere and tackled it to the ground. Charm saw this and was confused as to what happened. She then turned her head to the left where the takedown took place and saw Ben's Wildmutt beating the ever-living snot out of the monster. When he turned it into nothing but pebbles he turned around to see the Charm and little shocked by the immediate attack. Ben got closer to her and snorted out something, being that he isn't able to talk. But Charm knew that he saved her and sighed in relief.

Charmcaster: "Thanks for the help Ben."

Wildmutt nodded in approval and was glad to save her, even if she is a villianess. They then heard loud roars coming from behind. They turned around and saw the beasts trying to break the wall Charm has made. They could tell that cracks were forming on the walls and it was about to break. Wildmutt positioned himself for a fight and roared out loud. But just as he was going to attack the hourglass symbol on his left shoulder pad started to blink red. Seconds later, a flash of red light came out of it and engulfed the entire place. Charm covered her eyes and waited for the light to fade. When it did fade, she didn't see the alien anymore. Instead all she saw was Ben returning to his human self, standing there wondering what happened. When he looked at his hands, he started to realize what happened and groaned to himself.

Ben: "Argh… I hate it when it does that."

Charm sighed to herself and looked up to see the golems that were about to break through the barrier. She then grabbed Ben by the arm and started to run.

Charmcaster: "Oh forget about them and just run!"

The two hurried to the elevator at the same time the golems destroyed the shield completely. Max, understanding the predicament they're all in got out and aimed his rifle at the horde that was heading towards them. Once Charm and Ben got in, the former plumber member took something out of his back pocket, armed it, and threw it at the creatures. As it hit the middle of the floor, and exploded and create a quick flash to blind the golems temporarily. He then got in and pushed the button to close the doors and raised the elevator upwards. Once they were out of that mess, Ben took a deep breath and was glad that was over with.

Ben: "What a nightmare. At least we got out of that mess right guys?"

He turned around to see the others only to find Gwen out like a light in Max's arms. Shocked by this, he rushed to her to see if she's all right. He sighed in relief to know what she's still breathing. But like always he has the tendency in jumping to conclusions. So he pointed to Charmcaster and threatened her.

Ben: "What have you done to my cousin you crazy witch?"

Charm and lifted her hands up in protest and told him that it wasn't her fault.

Charmcaster: "Whoa! Hold on there just a second. I didn't do anything to her. She was trying to save us from those golems that were surrounding us and used up most of her powers to take them all down in one blow. She was sapped out of that much energy that she passed out. For a girl with so much power, she doesn't know how to control it."

Gwen started to stir and slowly wake up.

Adult Gwen: "I heard that…"

Everyone looked at Gwen and noticed she's opening her eyes. Once she's fully awake, Max asked if she's fine.

Grandpa Max: "Gwen, are you okay?"

Gwendolyn looked at him and answered his question.

Adult Gwen: "I'm fine Grandpa. I just fainted is all. So what happened? Was I able to take out those golems?"

Charm sighed to herself and explained what happened.

Charmcaster: "Yeah Gwen, you gotten rid of those golems. But more of them showed up out of nowhere. We had to bail out as soon as possible."

Gwen got up after hearing that and groaned about it.

Adult Gwen: "Should've guessed. All that for nothing then."

Ben: "Don't worry about that Gwen. We're out of that cavern and away from the golems. Once we get back to the cottage, we'll get to the library, find that spell book, and return you to your old self. What can go wrong?"

The elevator slowly made a stop and reached the cottage. But just as the doors were opening, they were introduced by the armor guards. The empty moving metal shells turned their heads and spotted the group, pointing their swords and weapons at them. Ben saw this and was shocked with his mouth agape and his eyes completely wide. Charm then looked down at him and gave him a deep glare.

Charmcaster: "You know, you should stop talking about what can go wrong. Because sometimes it can."

Ben then looked down at his watch and noticed its still in the red.

Ben: "Aw man… Picked a good time to time out now huh?"

Max shoved his grandson out of the way and pointed his rifle at the group. Charging it fully, he pulled the trigger and sent a wave of energy at them, knocking them down and scattering the parts on the floor. With them down, the group got out of the elevator and ran over the pieces of armor.

Grandpa Max: "Move! Don't know if those things can stay down after that."

They ran through the hallway and passed a few doors. Once they got out of the hall they noticed that they are back at the main hall. Ben looked around and sighed once more.

Ben: "And now we're back where we started. Terrific…"

Charmcaster: "Well at least we can retrace our footsteps. Let's hurry on back up!"

They were about to head up then they saw a group of armor guards coming out of the of the stairs and went down one section on the right. Charm then told them to head to the next section of steps.

Charmcaster: "This way!"

They then headed to the next set of steps and were about to reach it. But once again more guards came down the steps and blocked their path. They looked at both sides and realized there was no way going up. Ben looked at the sorceress and wanted to know what to do now.

Ben: "Any other bright ideas?"

Charm tried to figure this out until she came up with a good idea.

Charmcaster: "Oh I think I got one."

She unzipped her magic bag and took something out. She then threw something up in the air and above the guard's armor heads. As it reached up one of the stairs, it grew up and out and was a huge boulder with purple markings on them. It then landed on the floor and rolled down one of the stairs the armor guards were standing on. The group looked back and saw the huge rock heading towards them. They didn't have time to avoiding it and got crushed like a pancake. Thankfully there was no one in the pieces of armor or it would've been messy. With the guards gone on one side, their path was cleared. The Tennysons watched this and were surprised by it. But Charm smiled and was pleased with her work.

Charmcaster: "I love my job. Let's hurry!"

The group then ran up the stairs that were cleared and started to retrace their steps while the other knights ran up and after them. They kept on running to the hallway until they spotted more guards blocking their path. Max took out his rifle and charged it at full power. Once he let go of the trigger, a beam of energy came out of the nozzle and blasted all the knighted guards to pieces. With the path cleared, the team continued to run, searching for the one place they need to be. Charmcaster, leading the group, searched the hallways looking for a specific door.

Charmcaster: "We're getting close. Everyone stay sharp!"

As they went forward, there was another group of guards blocking them. Max charged his rifle again and fired another blast at the group. With the path cleared up again, the team kept on moving. As they ran, they approached two doors on the left. Charm noticed this and told them that she found it.

Charmcaster: "There it is, that's the library! Everyone should head in there now!"

They immediately rushed to the door the same time more knights came out of the blue on both sides, entrapping them. Both Charm and Gwen kicked the doors open and they all entered the library. The moment they got in, Ben and grandpa Max closed the doors while Charm and Gwen levitated any loose objects to barricade the door in order to prevent any of the guards from getting in. They were able to succeed as the huge army tried their best to break through it and fail so many times. Ben slouched down to the floor and took a breather.

Ben: "Phew… That was close…"

Max turned around and took a look at where they are. They knew they were in the library with aisle of books with ladders on each of them. But there were other things that got his attention. Stuff like bone chandeliers on the ceiling, demon sculptures on the podiums, and the eerie environment that gives people chills. Looking through all this, it gave Max the creep.

Grandpa Max: "Boy Charmcaster, your uncle has some strange tastes."

Charm approached the library and chuckled to herself.

Charmcaster: "What can I say? My uncle likes to read in a comfortable environment."

Gwen looked around at the place and begins to wonder where the book is.

Adult Gwen: "So, how are we going to find this spell book?"

Charmcaster: "Well, all I know so far is that this place always have things in order. Just so my uncle would know where the books of his choice is. Now let's see… We are looking for a specific spell book that can reverse your conditions. There must be a section of advance spells around here. C'mon, let's start searching."

They all left the door and approached the isles of books just to search for the one section and one book. While they were searching, Ben looked at one of the demon statues and finds them to be a bit creepy.

Ben: "Man, Hex certainly has some creepy tastes."

He then overheard, his cousin telling him to move.

Adult Gwen: "Move it Ben! We're burning daylight here!"

Ben looked to the left to see Gwen entering one of the sections of books. He then joined in on the search. What he didn't know was that the moment he was leaving, the statues eyes were beginning to glow crimson red, as if it was actually alive. Meanwhile, the team looked through the isles and didn't find anything. Gwen looked at all of the books and was amazed about the many types.

Adult Gwen: "So many books… Finding this spell book is going to be like finding a needle in a hay stack."

Charmcaster: "It's not going to be that hard. All we need to do find the advance spell section and look for the book we need. What can go wrong?"

They all approached the end of the isle when they noticed a few doors going through a couple of other libraries, each with different forms of magic from potions to mind control all the way down to levitation. Charm looked through the passages she found the one with a sign on top of the archway said, _'Advance Spells'_. She pointed to it and told them she found it.

Charmcaster: "Over there! Our book is through that archway. Let's get in there!"

They all rushed into the archway and thought they were in the clear. But then the doors for the entrance along with other entrances closed all around them, locking them tight. Everyone looked around and noticed they can't get in anywhere.

Adult Gwen: "Great, another trap! You're uncle certainly loves to keep his reading private."

Charmcaster: "Relax… This is just regular everyday magic. Something I can take care of myself. I just need to be careful and not get distracted on the little things."

Ben just wondered what Charm was going to do next until he heard what sounds like growls from behind. He turned around to see what was that and saw something he didn't expect coming. He tapped on Charm's back and told her what he saw.

Ben: "Um… Charm, I think it's a little too late for that."

The young sorceress turned around to see what he meant by that. Surrounding them were the same demon statues they encounter earlier only this time, they were livelier. Their eyes were glowing red and their movements were very freely. Their claws are shard and their teeth very pointy. Starring at all of them Charm suddenly realized what she's looking at.

Charmcaster: "Great… Inanimate spells. My uncle must've used it to bring these statues to life."

Max got his rifle out and wondered what's the plan.

Grandpa Max: "So, what do we do now?"

Charm looked at all of them and thought of a much simpler solution.

Charmcaster: "They are made of stone. It's obvious what we need to do. Break them apart!"

Charm lifted her hand up and fired a pink hex at the first one. The shot hit the stone demon in the head and it got detached from its body. The headless body then flailed around until it fell to the floor and shattered into pieces. The rest of the group looked at the destroyed statue and looked back at the intruders, screaming to them for blood. Ben looked at the sorceress and knew this was bad.

Ben: "Wise move Charmcaster. Why not let them kill us in the process?"

The demonic statues then charged straight to the to the group as Max told both his grandkids to follow Charm's advice.

Grandpa Max: "You heard her kids, take them down!"

He charged his rifle and fired it at the second statue that was getting closer to him. He then turned to the right and fired another shot at the third. At the same time, Gwen looked at the others decided to do the same thing. Her hands projected purple disks and she threw them at the group. The disks sharpen on the edges and cut all three of them through their arms, legs, torsos and heads. She then sensed something that was about to happen. She turned to the left and formed a barrier to protect herself from a stone demon that was close to her, using its claws to cut her up. While all of this was going on, Ben was trying to activate his Omnitrix to get another alien out of it. Sadly though, the watch was still glowing red, recharging to its full capacity. Ben just looked at it and was getting tired of it.

Ben: "This is getting really tiring."

He looked up at the scene going on and saw one of the stone gargoyles approach him with its claws sharpened. It attempted the first strike at the young boy but Ben quickly ducked down and rolled out of the way. When he got up, he ran away from the creature but it followed him wherever he goes. Meanwhile the others were doing a better job then him. Charmcaster got her hexes charged and threw them at a couple of stone demons that were heading towards her. One of them got hit from the blast and crumbled away to nothing while the other two dodged them. But the way they dodged the attack was different. Instead of rolling or sidestepping, they jumped up and flew through the air with their wings flapping. Charm looked up at them and noticed them flying. She then turned to the others and warned them of what she saw.

Charmcaster: "Careful! Some of these creatures have wings. They might have a really good advantage against us!"

The moment she said that, two of the demons she missed flew down and was ready to chop the sorceress's head off. She immediately ducked down and avoided the attempted cut while at the same time got up and fired more hexes at them. Gwen fired more purple orbs at the others and was successful in destroying three or four. But there were others that flew up and avoided the shots. They then flew back down and were ready to destroy the young woman. Gwendolyn looks up and saw them heading towards her. She instinctively opened her hand and spread it in front of her, creating another purple wall to protect her from the creatures. But it failed the fact that another group of statue demons came out of nowhere and tried to flank her from behind. Gwen sensed that one coming and formed another purple wall to deflect that next attack. With both groups and two ends, Gwen's job is becoming more difficult then before. Grandpa Max was having the same type of trouble as his granddaughter. He kept on shooting the little cretins with his rifle as much as he could, but the little creatures continued to swarm him too fast. So he decided to do something a little more drastic. He pulled the trigger and the weapon started to charge up with high dense energy. Once it was filled to the brink, he shoved the rifle to the ground nozzle first and let go of the trigger. At that moment, an energy blast came out of the gun, causing all the living statues to get hit from the impact and flew away from him. Half of them got hit on walls and shattered to multiple pieces, but there were others that managed to spread their wings and stopped themselves in mid air. Once they were flying, they were ready to perform an aerial assault. Max then got up and continued to shoot the creatures that were in the air. Back to Ben, he was still trying to get away from the statue demon that's chasing him. He just wishes that he would go Alien and stomp on that thing. But with his watch still recharging, there's nothing he could do.

Ben: "Get away from me you freak! I don't want to play with you!"

The stone demon kept on following the kid, wanting to get its claws on him. At the same time Ben had to think of a way to get the creature off his back. That's when he noticed a pillar in front of him. Looking at that, the young boy came up with a great idea. He approached the pillar and stopped to turn around to the thing that was chasing him.

Ben: "Hey ugly! You want a piece of me? Here I am!"

The stone gargoyle saw him and decided it was now or never. It flew straight towards him and was going to slice him away. Smirking, Ben waited for the right moment to put his plan in action. Once the monster was in position, it leapt up and was about to kill him. But Ben immediately sidesteps out of the way and avoided the attack. The monster on the other hand missed him completely and hit its head on the pillar. In the process of doing that, it caused the pillar to slant forward. The living statue fell to the floor and was a little dazed, unaware of what's going to happen. Once it shook off the feeling, it decided to attack again. But then, it noticed the pillar falling onto it fast and with little time to get out. The pillar crushed it, shattering it to a million pieces. Ben looked at the fallen creature and got over excited.

Ben: "Oh yeah! That's right! That's what you get when you mess with Ben Tennyson!"

But just as he was celebrating, he heard groans coming from right behind him. Slowly he turned around to see what it was. Turns out, he saw three more demon statues flying over him with death glares right at him. Ben just starred at them blankly and found out that it was all too easy.

Ben: "Uh… Hi?"

Immediately, the creatures flew down to him and attacked. Ben ducked down and rolled out of the just in time for the demons to pass him. When he rolled back up, he immediately ran for his life again while the flying statues start to chase him.

Ben: "Ah! I'm beginning to hate this!"

The fight continued to move on, but it wasn't getting them anywhere. With the living statues that were flying and the ones on the ground, it wasn't a piece of cake. Gwen looked around and has about had it with all of this. She quickly turned to Charmcaster and asked her something really quick.

Adult Gwen: "Charmcaster! Can you use your power to open that locked door?"

Charm was a little busy handling all the little creatures that was swarming her when she continued to fire her hexes at them. But she immediately looked at Gwen then at the door that was locked. She quickly looks back at her and told her she can do it.

Charmcaster: "I think so. But with so many of these things around us I don't know if I can unlock it."

Gwen smiled and told her to not worry.

Adult Gwen: "No sweat. I think I know how to handle this mess."

She then turned to both her cousin and grandfather and told them to get back.

Adult Gwen: "Ben! Grandpa! Get behind cover quick! You don't want to re experience this one."

Ben and Max looked at the young woman and were wondering what she was talking about. But then they noticed her concentrating really hard on something. Just then, her hand opened up and light purple strips protrude out of her fingertips. The two soon realized what she's planning and decided to make a run for it, hiding behind the bookshelves. As they made it to someplace safe, the strips grew longer and were getting wavy. In an instant, she waved her hands and sent the strips flying in many directions. All of the strips then grabbed the living demon statues and sent them flailing around the library. Charmcaster looked on and was amazed by that type of power. Plus, with the creatures busy, she might be able to open the door without any distractions. She approached the locked door and started enchanting a spell that will unlock it. All the while, Gwen was using all of her powers to get rid of the statues that were trying to kill both her and her family. One by one each of these demonic statues got smashed and were crumbled to dust. One of them hit one of the bookcases, causing the shelf to tumbled down and creates a domino effect on the rest of them. All of the shelves fell and books were scattered about on the floor. All the creatures got destroyed until the last one was smashed through the ceiling. With them all dead, both Ben and Grandpa Max got out of their hiding places and noticed the devastation that was around the library. Ben whistled and was relieved that he wasn't hurt.

Ben: "Wow… Talk about overkill. Good thing, we didn't get caught in the crossfire again. Huh Grandpa."

Max looked around himself and could agree with his grandson as he sighed in relief as well.

Grandpa Max: "Yeah… Good thing…"

They looked around the place to find the others. As they were searching, they found Gwen kneeling on the floor, taking deep breaths. The two then approached Gwen with shocked expressions and see if she's okay.

Grandpa Max: "Gwen! Is something wrong? It looks like you're hyperventilating."

Gwendolyn looked up at her grandfather and smiled to him.

Adult Gwen: "Nothing's wrong Grandpa. I used up too much power to take these creeps out. Guess that's what you get when you use up so much energy."

Ben heard this and didn't like what she said.

Ben: "That can't be a good thing. If you're using up too much energy, that means it could be disastrous for us. We really need to get you back to normal. Where's Charm?"

She looked at her cousin and answered him.

Adult Gwen: "I told her to open the locked door. She must be done by now."

Ben and Max looked at the spot where the young sorceress was finishing her spell. That's when they saw her waving her hands in the air and chanting her spell. The two then lift Gwen of their feet and slowly approached the sorceress. As they went to her, she was finished with her spell as the door started to sparkle. The door then slowly slid up and revealed the opening to another section for advance spell. The very same section they need to be. Charm took deep breaths and was fortunate to finish with it. She looked at the Tennysons and smiled to them.

Charmcaster: "Good, you guys are here. And just in time too. I got the door opened."

Grandpa Max: "That's great. Because we need to get Gwen back to normal and fast. She's already reaching the brink of her powers."

Charm nodded, being that this was a good time to get her plan into motion.

Charmcaster: "All right then. Let's go. Follow me please."

Soon enough, the four entered the next section of the library and looked for the right isle that has the book. However, as they entered, they noticed a huge arraign of books on every wall and every isle. Ben looked at all of them and were annoyed even more.

Ben: "Argh! Now I'm getting really ticked off! There must be millions of books in this section. How are we going to find this book?"

Charmcaster: "Relax boy. I've been in the library before so I know which book is where. I'll start searching."

Charmcaster was about to check for the right book, but Gwen wanted to help.

Adult Gwen: "Maybe I can join you in searching for this book. With this many, I don't know if you can do it yourself."

But Charm lifted her hand out and told her not to.

Charmcaster: "That won't be necessary Gwen. There are a lot of books on these shelves and it might take you a while looking through all of them. Hell, I don't think you know which book you're looking for. Let me take care of it. I'll let you know if I found it."

So she approached the bookshelf and started to skim through each book. As she was busy searching, Ben didn't like this at all.

Ben: "I don't know about this."

Max turned to Ben wondering what he meant.

Grandpa Max: "About what?"

Ben turned to his grandfather and told him what he's thinking.

Ben: "About Charmcaster looking for the book without our help. I find that very suspicious."

Gwen then looked at him and told his cousin to calm down.

Gwen: "Don't get too worried Ben. I'm pretty sure Charm is helping us find the book. Besides, she lived in this house before so she knows what to look for."

Ben: "It's not helping us I'm worried about Gwen. It's what would happen after she helps us."

Gwen sighed to herself and tried to snap him out of it. But just as she was going to do that, she heard the sorceress's voice in the distance, telling them she made an immediate discovery.

Charmcaster: "I found it!"

They all turned to Charmcaster and noticed that she got a book right out of the shelf. She then had her back turned to the Tennysons and looked at the book. This book looked like the book Gwen has but with a different color and design. It's like a volume two from the volume one. Charm starred at the book and knew this was the right one. As she was starring at the book, Gwen called her out if she has the right one.

Adult Gwen: "Hey Charmcaster! Is the book you got the right one?"

There was a bit of silence until Charm told them.

Charmcaster: "Oh yeah… I think this book is it."

Adult Gwen: "Then what are you waiting for? Hand it over to me so I can return to my old self!"

Charm smirked behind to herself and charged a Hex unknowingly to the others.

Charmcaster: "All right then… Here you go!"

She then turned around and threw a Hex right at the group. Gwen's eyes were wide in total shock as she put her arms together and formed a purple dome around her, her cousin, and her grandfather. The hex hit the dome and sent all three of them flying to the other end of the library. They all crashed hard as the group slumped to the ground and the dome disappeared. Gwen shook her head and looked up to see the young sorceress approaching them, with eyes and hands glowing pink. Ben looked at Charm then back at his cousin to tell her that he was right.

Ben: "See, what I tell you? She was going to betray us sooner or later."

Both Ben and Max got up and were about to fight. But Charmcaster snickered and lifted her hand up. Just then, both of them were incased in a pink glow and were lifted up off the ground. Both Ben and Grandpa Max tried to get out but it was too strong for them to escape. Charm shrugged her shoulders and threw her hand to the right. Immediately, the two were thrown to that direction and flew out of the library through the hidden doors within the bookshelves. The books flipped themselves around until they stopped and sealed doors completely. Once she got rid of the two, she looked down at Gwen and had a sinister smile.

Charmcaster: "Good… Now that your family is out of the way, we can have the time for ourselves."

Gwen glared at her, blinking surprisingly of what just happened.

Adult Gwen: "What? What are you doing? I thought you were going to help me reverse this spell!"

Charm just laughed about it when she heard that.

Charmcaster: "Help you? You got it all wrong Gwen. I needed you to help me. You see, I have perfected every spell in that book you 'borrowed' from me and I needed more to learn. With this book, I will be able to master even the most advance of spells. Ask for you, well, you can keep that old book since I don't need it anymore. And don't worry about that body you now have. You'll get use to it along with your powers."

She then slowly turned around and walked away from the young woman, looking deeply into the book. Ask for Gwen, she couldn't believe it. All this time Charm was helping them was the other way around. She was completely betrayed by the sorceress. She should've listened to Ben when she had the chance. But she let her objective get the better of her. So much anger and rage has filled the young woman as her hands started to glow purple. She then got up and pushed her hands forward. Doing that caused two huge strips to come out of her hands and surround Charm in a wall like barrier. Quickly, she stopped and turns around and saw the now adult Gwen extremely ticked.

Adult Gwen: "I won't let you get away with this!"

Charm's eyes went from shocked to just plain sly and placed her hand on her chin.

Charmcaster: "And what are you going to do about it? You've used up so much power during this little adventure that you are going to explode if you're not careful."

Gwen then opened up the barrier and got the strips back to her hands. Once her powers vanished, she gave Chamcaster a deep glare and was positioned for a fight.

Adult Gwen: "I'll take my chances…"

Charm's eyes narrowed and positioned herself for the fight as well. The two stood there and waited for the right moment to strike. After a few minutes, they all charged in and attacked.

* * *

**End so we end this chapter on a little cliffhanger. My apologize, but for a fight this big, I need to cut this off short. Don't threat, on the next chapter I'll put the fight up. You all need to be patient. Please review and Happy Saint Patrick's Day.**


	12. Gwen vs Charmcaster

**Been a couple of months, but I managed to get through with this chapter. One down one more to go. And though this chapter was a little long and took a while to put together, the next one will be short since it will be the end of this story. On to the review and hit counter from the last chapter. For starters, I got three reviews from three different people. Twikadevra, thought the chapter was epic and it was funny to see everyone falling through many traps. Though he found it odd that Gwen didn't suspect Charm waiting to betray her. But at least he let that slide. Now another reader, Phoncible, has made a bit of a mistake. On the last review, he stated that he want to see Charm go through her betrayal when in reality, he actually didn't want to see Charm become a traitor. So sorry man didn't expect a miscommunication. And even through I want Charmcaster to be the good guy, I digress because, she's always been a villain and I have to make sure this matches with the Charmcaster in Alien Force, or Ultimate Alien, or whatever the Ben 10 series name is this time. The last reviewer named torvusterra99 thinks he knows how the last chapter is going to be and had the background down and everything. Well torvu, I hate to disappoint you but what you are thinking is not going to happen in the last chapter. Now don't take this as an insult but I have already planned for something at the end of this story like a long time ago and I'm keeping that till the very end. But if you want to do an alternate ending for my story, you welcome to try it. I had someone else that was doing a story that was based around my story and he's WAY behind on it, preferably because he was busy. So go ahead, give that a shot, who knows, if I like it, I might add it to my favorites. Now for the hit counter, it went up to 290 within the few months I posted it. That was pretty interesting. Let's see what people thinks of this one. In this exciting chapter of GTAGU, both Gwen and Charmcaster duke it out in order to obtain the very book they need. Gwen wants it to return to her old self while Charm wants it to get more powerful. Who will win this major battle? And with Gwen's powers in the fritz, will she be able to control them before it's too late. Only way to know how it will end is by reading this chapter yourself.**

**Disclaimer: I don't own Ben 10**

* * *

Chapter Twelve: Gwen vs. Charmcaster

In Hex's cottage, a huge battle was going to take place between both Gwendolyn Tennyson and Charmcaster. Since the start, Charm started to help Gwen and her family in reversing her condition. She believes that the only way in returning Gwen to her old self is by a book that has a spell that can help her. And the only place they could find this book is in her uncle's cottage. So they ventured through the forests and into the mansion just to reach the book. There have been a few setbacks with this adventure being that they have stumbled into one too many traps, but they managed to get through them one way or another. After all that trouble, they managed to reach the library and got the book Gwen needs so badly. But just as they got the book, Charm betrayed them and sent Ben and Grandpa Max into another secret passage way through the bookshelves. Now Gwen and Charmcaster are the only ones left in the library with their powers charged and their prepared for a fight between what they need. Both stood there and waited for the right moment to strike. After a few minutes, they all charged in and attacked. Charmcaster started the fight by launching small barrages of hexes. Gwen jumped up high and over the hexes. She flew high and rocketed down towards the young sorceress with a torpedo kick to her head. Charm side stepped out of the way and avoided the kick with ease. Gwen landed on the ground and turned to the woman, only to get sucker punched by her in the face. Gwen felt that punch and nearly stumbled. But that gave her an angry edge. She quickly got up and gave Charm a sucker punch of her own, only this time it was much harder then before. The impact of the punch caused the sorceress flying to the wall of books and was hit hard in the back. Charm slumped to the ground while books fell around her. She shook off the effect and looked up at her archenemy with evil eyes. She waved her hands and the books around her were engulfed in a pinkish glow. All the books then lifted themselves up in the air and then flew straight to Gwendolyn. She noticed that and waved her hand to the right to form a purple wall to protect herself from the incoming projectiles. Each of the books hit the wall and caused a few cracks here and there. But she managed to keep the wall intact for a moment. Still, she has to be really careful. She used up most of her powers for all those crazy adventures up until now. Being that she used most of it up, it was going to be a matter of time before she looses control of them completely and who knows what will happen after that. As she was contemplating her worse case scenario, she heard Charm laughter at a distance.

Charmcaster: "What's the matter Gwendolyn? You seem to be a little hesitant. Are you having some regrets using your powers?"

Gwen squinted her eyes and didn't like that comment. She removed her shield and starred down at the young sorceress with glaring eyes.

Charmcaster: "I know what your thinking young girl. You been using too much power during this whole experience and you're afraid that if you use more, then you will loose control completely. And when you do that… Well… Who knows what would happen if that occurs. Though I got to admit, you've sustained those powers up until now. I'm pretty sure you're already reaching your limit."

Gwen tightens her fists and was getting pretty aggravated at her insults. But Charm had a sly grin and continued to mock her.

Charmcaster: "Aw… What's wrong Gwen? Are you getting angry? Come on girl, what are you waiting for? Go ahead, release that anger inside you. Use your powers to destroy me. So what if you're going to loose control again. You do want your revenge against me right? Then hit me with your best shot!"

Gwen continued to tighten her grip as purple orbs started to glow on each hand. There was the same glowing purple in her eyes as she couldn't take these threats for too long. But in her mind, her conscious was telling her not to. She can't use her powers at her full potential cause if she does, her condition will get worse. So she took a deep breath and her powers were at rest. Charm watched on and sighed to herself, knowing Gwen let her sanity come into play.

Charmcaster: "I see… So that's your decision. You want to beat me without your powers. This proves it. You're just like your cousin. You're weak!"

That remark made Gwen cringe in disgust. But she looked straight up to her and told her in a calming manner.

Adult Gwen: "Is that so? Well let me show you how weak I am!"

She then charged her purple orbs and threw each of them at the appropriate target. Charm jumped out of the way and avoided the incoming projectiles, letting them hit the bookcase. The young sorceress rolled out of the way and got up in a kneeling position, sending out multiple hexes at the Tennyson. Gwen then formed a shield and protected herself against the hexes. As the fight was going on, Gwen had to figure out a way to take Charm down without using too much power. And that is no easy feat.

* * *

Meanwhile, as the fight was going on, both Ben and Grandpa Max were stuck in one of the secret passage Charmcaster put them in. Ben continued to hit the back door of the bookcase multiple times and screamed out loud as much as he could.

Ben: "HEY! LET US OUT! YOU CAN'T LEAVE US HERE LIKE THIS!"

But still, no one didn't listen, let alone care. Grandpa Max looked on and sighed to himself, knowing this isn't getting them anywhere. He placed his hand on Ben's shoulder and told him to calm down.

Grandpa Max: "Easy Ben. We didn't expect this to happen. Just relax…"

Ben turned to his grandfather and was a little upset still.

Ben: "Pft… Easy for you to say. I told Gwen that we shouldn't trust Charmcaster, but she wouldn't listen to me. She's so focused on getting back to her old self that she wouldn't listen to anyone but her. And now look where we are! That traitor going to pay for this!"

Max again tried to ease the young boy but it was proven to be all except useless. So he tried the next best thing.

Grandpa Max: "Don't worry Ben, will get to her as soon as possible. Right now, we need to find a way out of here and get back to the library fast. Now it looks like we are in another hidden passage. If we follow this path, we might find a way out and retrace our steps. Come on, let's get going."

Max turned around and left the area, while Ben stood there completely defeated. Being there's no other way out of this, he decided to follow his grandfather's advice.

Ben: "Fine…"

He then walked away from the door too and followed his grandfather wondering if this new plan would work.

* * *

Back to Gwen, she still had her shield up and was still figuring out a plan to stop Charm without using the full extent of her power. Charmcaster just watched on and was enjoying this moment for a long time.

Charmcaster: "I don't know what your trying to do girl, but it's not going to work for long. Why don't you surrender yourself and maybe I can let you go peacefully. What do ya say?"

Gwen continued to plan and wonder what she's going to do next. She then looks down on the floor and came up with a really good idea in stopping her. With one of her hands behind her back, she opened it up and a purple string came out and phased right into the floor. All the while the young sorceress wasn't fully aware of it. She kept on shooting hexes at her and was getting a little aggravated then ever.

Charmcaster: "C'mon, quite holding up Gwendolyn. Why don't you let your shield down so I could destroy you."

Gwen looked up to the sorceress and smirked to herself. She couldn't even help but to giggle at that little threat. Charm cocked an eyebrow and wonder what she's laughing about.

Charmcaster: "Hey! What's so funny?"

That's when Gwen starred her down and answered her question.

Adult Gwen: "Oh, it's nothing. I'm just thinking of how cocky you are."

Almost immediately, Charm snapped and retorted back to her without realizing a purple string came out of the floor behind her.

Charmcaster: "And what does that suppose to mean?"

Just then, she felt a few taps on her shoulder. She brushed that aside and thought it was nothing, but the taps continued to get more annoying by the second. She quickly turned and wonders who or what's tapping her. That's when she noticed the purple string starring right at her. Immediately, the string wrapped around her body and tied both her arms and legs. Once it wrapped around her face, she can't speak or see anything. With her body fully wrapped, she was completely trapped and doesn't know what to do. Gwen just looked at her and liked what she did.

Adult Gwen: "That's what I mean when I say you're too cocky."

She was glad that she got her enemy caught, but she wasn't done yet. She wants to beat her severely. So she waved her hand that was the string and swings the wrapped body left and right. During the process, she slammed her body on many things like the walls, bookshelves, furniture, and even the floor and ceiling. Charm could feel every bit of pain and couldn't take it anymore. So she screamed out loud through the bandages, hoping that the young woman would listen.

Charmcaster: "Let me go!"

Gwen head that and smirked even wider.

Adult Gwen: "Gladly…"

So she give Charm one more hard swing just to make some good leatherage. After that huge swing, she closed her hand and the string detached itself from her. This caused Charm to fly through the library and smashing into things. She broke through a couple of bookshelves in the middle of the room, knocked down a chair, and crashed right through a concrete wall. The crash caused her to go right through it and went into another room. Gwen notices this and realized that maybe she went a little too far.

Adult Gwen: "Opps… Guess I went a little too far."

She quickly ran to the huge hole in the wall and checked to see if Charmcaster was around. That's when she was another guest room that's a little bigger then the last one they were in. So far, all she saw was nothing. Looking around, she scratched her head and finds it all completely strange.

Adult Gwen: "That's strange… I could've sworn she went through this room. Where did she went?"

Just as she was about to figure it out, a swift punch came from the left and hit her in the cheek. The young woman was knocked down in an instant and laid there on the floor for a few good seconds. Coming out from the shadows was Charmcaster, a little bruised up from the attack and completely angry.

Charmcaster: "You know, that was a really good cheap shot you pulled on me. Very cheap. But you know what, it wasn't enough to take me down."

She then approached Gwen and bent down, grabbing her throat. Once she lifted her up off the ground, she continued to taunt her.

Charmcaster: "Gotta admit, you certainly know how to pull it off. Too bad you didn't use your full potential though. You would've finished me off there."

Gwen slowly opened one of her eyes and has a distasteful look on her face, fearing of what would happen if she uses too much of her power.

Adult Gwen: "I will never do that. You know what would happen if I did."

Charm smile then turned into a frown and did a fake expression of someone being sad.

Charmcaster: "Aw… That's too bad. Looks like I have no other choice but to kill you!"

Then with all of her strength, she tossed Gwen to the other end of the room and let her land on the bed. Though the bed was comfortable, Charm had some other intentions. With a wave of her hands, she said some magic words.

Charmcaster: _"Wrapdous Entraptus!"_

Instantly, part of the bed sheets around her lift themselves up and tied together around her chest and arms, entrapping the young woman in seconds. Gwendolyn tried to get out of it, but it seem too useless. But Charm was enjoying it as she placed her hand on her hip and had a sly smile.

Charmcaster: "There we go… Why don't you keep yourself comfortable while I finish the job."

She then unzipped her magic bag and took something out of it. What she got in her hand is a magical dagger with symbols on the blade. She tightens it and the blade glowed bright pink. Gwen looked at the dagger and there was a lot of fear in her eyes. But Charm starred at the Tennyson and tried to reassure her.

Charmcaster: "Don't worry Gwendolyn. This dagger is not going to kill you; it's just going to sap you of all your magic. Since you won't use all of it to its full potential, I guess I could take it away from you. Once your magical powers are gone, it will be much easier for me to finish you. Now, time to end this!"

She ran up to her and jumped high to land on the bed. Gwen watched on and tried to get out, struggling with all of her might. But still, the sheets wouldn't let her get out of it. Meaning without her hands, she won't be able to get her shields or anything that will protect her. But then she wondered if her feet could do the same. She didn't have much time contemplating about that as Charmcaster was about to stab her and take away all of her powers. So she quickly lifted her leg up and the foot emanated the purple shield. Charm bounced off the shield and the dragger left her hand after the bounce. She landed on the floor and was knocked for a loop after the unexpected move. She quickly lifted her head up and looked around for her dagger. When she saw it close to her, she quickly scampered and tried to reach it. But Gwen saw this and prevented it by using her leg to wave around and another purple strip came out of it. Swinging her leg around, the strip on her foot extended and flew to the enemy. Within moments, the strip reached her and the end of it wrapped around her right ankle. The young sorceress felt that and was surprised that her archenemy can do something like that. Once again, she waved her leg around and the strip flew up in the air, bringing Charm up along with it and spinning her around like an extremely fast merry go round. After all that spinning, Gwen brought her foot down the same time the strip plummeted to the floor, making Charm crash right through it and down to the lower level. With her out of the picture, Gwen used her leg to create a sharp strip, using it to cut the sheets around her that tied her up in the first place. Now that she was free from those straints, she got up and flexed her wrist to see if they were damaged in any way. She then walked down to the huge hole that was formed by the young sorceress to see if she's still alive. When she looked down, she saw Charmcaster crashed right through a long table that was filled with plates, glass, silverware, and pots of wilted flower. Gwen's guess that her arch nemesis has entered the dining hall in an uncomfortable way. She smiled to herself and couldn't help but to laugh.

Adult Gwen: "My Charmcaster, you certainly know how to make an entrance for dinner."

She could also tell that Charm was completely vulnerable. So it was her only chance in taking her out once and for all. So she jumped up in the air and rocketed down to Charm with a speeding tornado kick. But the young sorceress started to stir and opened her eyes to see what happened. When she saw Gwendolyn rocketing to her with a foot that's ready to stomp, she was alerted and got up backwards with her hands for support, only to jump off them and flipped to her feet. This happened the same time as Gwen hit the floor only to miss her by a swift foot. She then turned around to see the sorceress positioned for a fight. Charm then grinned and was getting impressed by her enemy's new move.

Charmcaster: "Now that was something unexpected. Using her foot to block off my attack and take me down? You are full of surprises. Let's see how long to can last with me once I hit you with all I got."

The moment she said that, both her eyes and hands glowed pink and she was prepared to attack her. Gwen did the same as she got her eyes and hands glowing purple. At that defining moment, both of them fired beams of pink and purple light at each other and they both hit into each other at the same time. The two kept on concentrating onto each other and weren't going to rest until one of them is put away.

* * *

While that was going on, both Ben and Grandpa Max were finding a way out of the secret passages. They went from turn to turn, looking for a way out, so far the only this they found were nothing but wood planks and dirt. Max had his rifle up and scanned the area, hoping there were no traps or any creatures around. But Ben was right behind him, feeling both slumped and tired. He groaned to himself and complained about this trip.

Ben: "Are you sure you know where you're going Grandpa. Because I think we are going around in circles."

Max sighed to himself and told his grandson to chill.

Grandpa Max: "Calm down Ben. I'm pretty sure we're close."

But Benjamin ain't buying it as he lifts his hands up in desperation and was getting more obnoxious then ever.

Ben: "That's what you said after the last five minutes! We are officially lost in this place and we don't even know if we're anywhere close to Gwen and Charmcaster."

Grandpa Max: "Just try to be patient with me for a little bit more all right? I'm pretty sure there's a doorway around here somewhere."

They continued to turn the next corner and enter yet another hallway. But then, the two noticed something out the corner of their eyes. Not far from them is a secret doorway leading to somewhere. Both of them sighed in relief and knew this was their ticket out of there.

Grandpa Max: "See… Like I said, there's was a doorway around the corner. Now we can get out of here."

The two approached the door and tried to open it. Looking at the door Max could tell that it wasn't no ordinary door.

Grandpa Max: "Hmm… This is odd. There's no door knob or handle on this doorway and looks like we can't push it."

Ben thought this through and remembers the last time they opened a secret passage. That Charm pulled an ordinary object in the room and the door opened. So he told his Grandpa what he thinks.

Ben: "Maybe there's a switch or something that can open the door. You know, like the one Charmcaster used a while ago."

Max looked at his grandson and nodded in agreement.

Grandpa Max: "You're right. Let's find this switch so it could open. I'm pretty sure there's got to be something could work."

So the two started searching for any pulley or lever that could activate the door, something that's recognizable. After a little searching, Ben notices something out of his eye. There was a piece of wood within the wall that looked completely different from the others because it's a different color, like a darker color. So he pointed to it and told his grandfather what he found.

Ben: "Hey Grandpa, I think I found something."

Max approached his grandson and spotted the new wood resting on the wall. Putting two and two together, he came up with an assumption.

Grandpa Max: "That must be it. Let's see if this works."

He then placed his hand on the wooden plank and began to pull it. He finds it strange that the wood didn't break or anything and it felt really hard like metal. Once he pulled it to the other side, he heard a click and strange noises. The two turned around and saw the doorway opening up not far from them. The two smiled and were finally able to get out of the dark and dreary place. As they were walking out of there, the former Plumbers member told Ben what to do next.

Grandpa Max: "All right… We got out of that passageway. Now we have to find a way back to the library and help Gwen out. Let's hope she's not in trouble."

As he was talking, his grandson looked at something and was a little nervous now. He then told his grandfather a question.

Ben: "Uh, Grandpa… You sure we won't run into any trouble?"

Grandpa Max: "Well if we make it there in time we won't be in any trouble. Why were you asking that question?"

Ben: "Well, remember those knights we encountered from the beginning?"

Grandpa Max: "Yeah…"

Ben: "Apparently, they are still searching for us."

Grandpa Max: "And why would you think that?"

He turned around to see what Ben was getting at only to see something his grandson is seeing. What he saw was the same armor knights all starring at the two. Ben then answered his question.

Ben: "Because I seriously doubt that gave up searching for us."

All the knights then poised their weapons and charged straight at the two.

* * *

Heading back to Gwen, she was fending herself against the young sorceress. They still fired streams of energy at each other and were still concentrating on them. So far, it was an even stalemate, but it would be a matter of time before one of them breaks under pressure. After five minutes of this, Gwen started to feel a little off. She wanted to push harder on her power but couldn't because she knows that if she keeps it up, she would loose control again. As she was thinking about that, the pink line of energy pushed through the purple bit by bit. Charm watched on and was liking where this was going.

Charmcaster: "Aw… What's wrong Gwen? Afraid of using your powers at full capacity? It's a shame… You having to use just a portion of it instead of the real thing. Face it girl, with what you got in your possession, you have already lost!"

The young sorceress then concentrated really hard and used all of her powers to make her beam incredibly strong. In seconds, the beam destroyed Gwen's and was hurtling towards her with incredible speed. She then got hit with the blast and was flying towards the doors to the kitchen, knocking down a few knick-knacks on the table along the way. Her back then hit the doors and pried them open by force, letting her into the kitchen and hit the stove in the process. The hit caused the shard objects over her to shake and detach themselves from the hooks above her. Gwen rubbed her head and looked up to see the knives coming down onto her. Quickly, she waved her hand high above her head and created an umbrella dome to protect her from anything sharp. The knives hit the dome but didn't penetrate it. Instead they tumbled on top of it and landed on the floor around her. The young Tennyson looked around and was glad she didn't get killed. But then she knew something much more dangerous is coming her way. She looked up and saw the dangerous sorceress heading towards her with both her hands glowing pink and had a devilish grin on her face.

Charmcaster: "You know, you're making my job much more easier. Why don't you surrender right now and save yourself the humiliation? You know you can't win. And the last thing you want is to get killed by me. So what do you say? You give up yet?"

Gwen looked up her and was getting a little ticked off on her. She quickly thought of a quick plan. She placed her hand on the ground and it glow purple as the sharp objects around her started to shake completely. During that, she answered Charm's question.

Adult Gwen: "Not by a long shot…"

In seconds, all the sharp objects around her were covered in a purple like energy and lifted up off the ground. They all flew towards the sorceress and was about to strike her. But she lifted her hand in front of her and opened it up creating a pink barrier to protect herself from the knives. The sharp objects hit the shield and were completely deflected, knocking them off and scattered on the ground. With the sharp objects out of the way, Charm removed the shield and looked down at the mess, shaking her head and sighing to herself.

Charmcaster: "Really? Is that all you came up with? Throwing knives at me? That's so old school. You need to come up with some new material if you going to defeat me."

She started to look up to continue to taunt her. But when she was looking down, she didn't notice Gwendolyn preparing herself to strike again, only this time, it wasn't her magic. She ran to her and speared her with incredible force. Charm wasn't prepared for this and was taken down quick. Gwen pinned the sorceress with her karate like moves and tired her best to hold her down.

Adult Gwen: "You know, you should've at least paid attention to your enemy. Or you would be off your guard completely."

Charm then was getting ticked off and bend her leg to kick her enemy with her knee. Gwen was caught off guard by it and felt the pain really hard, coughing up a little blood. Charmcaster then extended her leg and used it to push Gwen off of her. Gwendolyn rolled out of the way and quickly got up in a stance, still feeling the effects of the strike. The sorceress got up too and gotten into a stance as well. But then, she came up with another good idea. She took a quick peek to see the fridge behind her and thought it would be a good opportunity to flatten her. So with a flick of her hand, the entire fridge glowed pink and was levitated up off the floor. Then in seconds, the fridge flew at blinding speed and headed straight to the destined target. Charm sidestepped and avoided the attack, but Gwen was completely off guard from this unexpected move. Quickly, she covered herself with her arms and a purple sphere surrounds her. At the same time, the refrigerator hit the sphere and pushed it right through the wall. The force of the push made the sphere go through the wall and into another part of the cottage. In a matter of seconds, debris was all over the floor and smoke covered the entire kitchen. When the smoke cleared, Charm could see the hole that both Gwen's shield and the fridge went through. Charm cocked an eyebrow and snickered to herself.

Charmcaster: "Well, that was easy…"

She walked through the hole and entered the next room, which was of course the ballroom. It was a huge room with a number of tables and chairs all around her and a huge dance floor in the middle. On the walls were paintings that looked pretty popular. Preferably paintings that were stolen. Charmcaster looked around to see if Gwen was around. She noticed the fridge at the end of the wall opposite of the hole that it created. Curious, she approached the crash and wondered if the girl was still under it. With a quick flick, the refrigerator was covered in the pink light again and was tossed aside like a rag doll. But as she did that, she noticed that there was no Gwendolyn in sight. Charm was shocked by this and wondered what happened to her.

Charmcaster: "What the… Where did she-"

But before she could finish, she got hit in the back by a foreign object. Feeling that pain, she turned around and looked up to see who shot her in the first place. Turns out, it was Gwendolyn up in the air with a purple square high on her feet and a purple sphere around her tightened hand. The young woman looked down at her enemy and couldn't help but to laugh about it.

Adult Gwen: "Miss me?"

Now Charm was getting a little angry as she starts throwing pink hexes at the girl. Gwen jumped away from the blast the same time the blast hit the purple flooring and shattering it to pieces. The young woman quickly waved her hand and another purple platform materialize before her. She immediately landed on the platform and fired another shot at her target. Charm immediately dodged that attack and went into the defensive position, shooting a couple of more Hexes at Gwen. Gwen continued to run in the air as more purple platforms appear before her feet. While she was in the air, she continued with firing her orbs of purple energy right at Charmcaster. Charm dodged the projectiles by somersaulting around. For minutes, the two continued to attack each other and avoiding each other's projectiles.

* * *

While the battle was taking place, both Ben and Grandpa Max was having their own troubles. Right after they found a way out of the passages, they encounter multiple armored guards without any humans in them. Being that they have very little options in fighting their main instinct is to runaway. They ran through hallway after hallway just to find someplace safe. But no matter where they go, all they found was nothing but empty pieces of moving armor. Ben looked back at the army of armor heading towards them and couldn't believe any of it.

Ben: "This is getting tiresome! Don't they ever give up?"

Grandpa Max: "Forget about them! Right now, we have to find a way to get to Gwen and help her out. Let's head for the library before we get overrun!"

They turned from corner to corner, avoiding any known hostile as possible. They went through hall to hall and tired to hide from them by going into the rooms. Even Max used his rifle and shot down a couple that were in the way. But no matter where they turn to or how many they shoot, more guards kept on showing up. With no place to hide, they don't know what to do. So they continue to run until they find the library. So far, they managed to reach the second floor and were about to approach the library. But just was they were about to enter, more groups of armored soldiers appeared and block their path. They immediately stop and turned around to fallback but there were enemies on the other side as well. With them trapped, Grandpa Max was getting a little upset about this.

Grandpa Max: "Great… We're surrounded! I don't think my rifle could handle this mess."

Ben could tell this could be bad and knew there was only one thing to do. He looked at his Omnitrix and check to see if its ready. To his luck, the watch is recharged and the light is green. Smiling about this, he told his grandfather that everything's going to be okay.

Ben: "Don't worry grandpa. I'll handle this."

He pushed the small button and activated his watch then used the dial to select his alien. Once he found the proper alien for this type of danger, he raised his hand high into the air and yelled out his favorite phrase.

Ben: "It's hero time!"

He slammed the dial down and a green light exploded out of the watch, engulfing the entire hall. When the light faded, standing where Ben was is another alien that was selected form the Omnitrix. This alien is a large bulky one with white skin, black linings, and yellow domelike things on the sides of his knees, his arms, and his shoulder blades. His face was on his chest with the yellow eyes and razor sharp teeth, and he had claws on his hands and stumps as feet. On the top of his body is the symbol of the Omnitrix. It was evident that Ben has transformed into one of the most versatile and destructive aliens, Cannonbolt. The alien looked at his body and was glad that the watch didn't pick a different one.

Cannonbolt: "Now we're talking."

He looked at the empty armor knights and had a sly smile on his face.

Cannonbolt: "All right. Time for me to go bowling for badies!"

He then ran up to the group of guards and formed into a ball like that of an armadillo. Rolling like a ball, his hard shell hit the armor guards, flattening them like a pancake. Luckily, there were no people inside those armor otherwise it would've been messy. As he was clearing the path, Max was following his grandson, trying to keep up. With all the guards squished, the alien made it to the entrance to the library and smashed the doors open with his huge mass. He uncurled himself and searched the library, hoping if his cousin was around.

Cannonbolt: "Gwen! Are you here? Answer me!"

But he didn't hear anything. All he saw was debris, toppled shelves, and discarded books. He could tell that there was a struggle within the place, but he didn't see Gwen or Charmcaster. He then sighed to himself and couldn't believe this.

Cannonbolt: "Great… Just my luck. I've been through all this trouble only to find that my geekazoid of a cousin isn't here."

His grandfather managed to reach the library and noticed the mess too. Noticing that the girls aren't present, he came to a wise conclusion.

Grandpa Max: "Looks like they must've left the library. They couldn't of gone far. C'mon Ben, let's continued to search."

He placed his hand on Cannonbolt's armored shoulder and urged him to not give up. The alien looked at him and nodded in agreement. So the two turned around and were about to leave the library. But just as they were going to leave, more guards appeared and blocked their exit. Cannonbolt walked up in front of them and cracked his knuckles, ready for a fight.

Cannonbolt: "You guys want to go at it again? All right. You asked for it."

Once again, he ran up to them and formed into an armor ball just to flatten the enemy. Leaving the library, he went through hall to hall, flattening anything that gets in his way. Max was soon following him, or the crushed armor that was on the floor, just to see where he was going. Within seconds, Ben rolled through halls and smashed through walls just to find the two. With them not upstairs, Ben decided to check the lower level. So he headed to the stairs in the main room and took down a couple of guards that were heading up the stairs. The moment he got there, he rolled through more armored guards and went through room after room. He managed to find the dinning room and noticed that it was a wreck as well. His guess is that they were there before and knew that he was getting close. So he kept on searching. Rolling around in his armor ball, he smashed through rooms; plow through empty armor knights, and sped through halls just to find the two. As for Max, he was trying his best trying to play catch up but Ben was too fast for him. He rested on the wall and took a quick breather.

Grandpa Max: "I'm getting too old for this."

The moment he managed to catch his breath, he decided to follow the trail of destruction along the way. But then he stopped instantly and saw a few guards that managed to survive the attack and was blocking his path. He got his rifle out and was ready to fire, but one of the guards used the sword to cut weapon in half, leaving him completely defenseless. Knowing this wasn't going to be easy, he spotted a sword in front of his feet and picked it up. He positioned himself for an attack and waited for the right moment to strike.

Grandpa Max: "So, you all want to fight me? Come on! I got plenty of strength to take you all on!"

The group then charged in and started their attack. Max smirked and positioned his sword to give off the first slice on one of the guards. The second one tried to get him from the side but the former Plumbers member immediately blocked it off. Then another guard came from behind and did an attempt to stab the old man in the back. But Max could tell that it was going to do that and gave the knight a back kick to the chest plate. With it down temporarily, he used his sword and knocked the knight's head off. He then went back to the second guard and stabbed him in the chest. Then with one swift move upwards, cut the knight up to the top of his head. Next he reached the forth one and made a diagonal cut to it. The last two then raised their axes and were about to strike down on Ben's and Gwen's grandfather. Max turned to that direction and lifted his sword up to block the attack. With all of his strength, pushed the knights away from him and did a quick slice before they could regain momentum. The last two knights went to pieces and the group of armored guards were long gone. Grandpa Max looked around and saw there were no more guards to dispose of. He dropped the sword to the ground and sighed in complete relief.

Grandpa Max: "Phew, that was rough. Better catch up with Ben before he goes a little too far."

He then went back to the search he continued to search for his grandson. Back to Ben, he was still searching, going into his ball form and crushing anything that gets in his way. So far he didn't see anything that's either Charmcaster or Gwendolyn, so he continued to search.

Cannonbolt: "Hang on Gwen! Ben's coming to save you!"

He continued to roll through one of the halls, only to get closer to the ballroom. The very same ballroom where the girls are fighting.

* * *

In the ballroom, Charmcaster continued to attack Gwen by continually throwing hexes at her. Gwen was still in the air and was forming more purple platforms all around her. She was running around like crazy while at the same time throwing purple orbs at the enemy. Charm kept on avoiding them and used her hexes to destroy most of the platforms. One of the hexes reach the platform Gwen was on and hit it on contact. She was able to jump out of the way before the hex hit her and landed on the one of the platforms that wasn't destroyed. Gwendolyn stood up on the platform and was getting a little upset of this.

Adult Gwen: "This is how you would attack me? For a sorceress, you certainly are mediocre."

This popped a nerve on Charms head as she snapped and wave her hands towards her.

Charmcaster: "Shut up!"

Just then, multiple hexes came out of her hands and flew just about everywhere. Gwen noticed this and was completely overwhelmed. She jumped up high in the air and dodged every single attack with her agility. She also watched on and noticed that she was completely vulnerable. With that, she decided to pull something off really quickly. While in the air, she waved her hands and purple squares came out of them. They spun really fast and destroyed the hexes once they come into contact. The other purple squares came down to the floor and surrounded the sorceress. The squares then merged together and entrapped her in seconds. With the enemy unable to move, Gwen landed on the ground and placed her hands on her hips, shaking her head in accomplishment.

Adult Gwen: "So, how does is feel to be trapped with my own magic. Now I would like to use this box I put together to squeeze the life out of you, but I'm a little pressed for time. Just hand over the book and maybe I could spare your life and take you to the prison alive. Got it?"

Charm looked at her with a nasty glare and wasn't sure on what to do. Knowing that she's in total defeat, she slumped her shoulders and gave up.

Charmcaster: "All right fine. You win."

She placed her hand on her back just to get the book while Gwen smiled at her victory. What she didn't know was that the sorceress was pulling something magical out of her hand. Smirking to herself, she lifted her head up and chanted something really loud.

Charmcaster: _"Sonicia Blastove!"_

In seconds, she spines her body around and formed a pink circle around her. The pink circle then enlarged and exploded, destroying the box that sealed her up and threw the young Tennyson off her feet. She flew to the wall and was hit hard on impact. Skidding down to the group, Gwen shook her head and was slowly regaining conscious. But that wasn't enough as Charmcaster approached her and was flicking her wrist about, ready to give off the final blow.

Charmcaster: "Silly girl… You really think that an enclosed box can stop me? You really are as basic as ever."

She then raised her hand to the young woman and a pink hex came out of it, ready to fire. But before she could fire it, she asked her enemy one question.

Charmcaster: "So, any last words before I finish you off?"

Gwen looked up and was really upset about this. She didn't even have to say anything. Charm just stared at her and cocked an eyebrow.

Charmcaster: "No? Very well then. See you on the other side Gwendolyn!"

She was about to fire her hex and end it all. But just as she was about to do that, a huge explosion came through the wooden doors to the right that would go into the ballroom. She quickly turned to the right and see what happened. But what she saw was a huge yellow shell rolling towards her. She didn't have the time to avoid it as it hit her so fast and sent her crashing through tables and chairs. The yellow shell opened up and coming out stood Ben in his Cannonbolt form, pointing at the down sorceress and threatening her.

Cannonbolt: "You put your hands on my cousin again, you will regret it!"

He turned to see Gwen still trying to regain consciousness. He bent down and slapped her a couple of times just to wake her up.

Cannonbolt: "Hey Gwen, are you all right? It's me, your dumb cousin Ben. Wake up! Say something!"

There was a bit of a silence until Gwen finally opened her eyes and saw the alien that saved her.

Adult Gwen: "Ben… Is that you?"

Ben gave his cousin a simple nod as a yes. Gwen just looked at him and gave him a quirky remark.

Adult Gwen: "You brain dead idiot… What took you so long?"

Cannonbolt laughed after hearing her cousin said it. Gwen then looked around and noticed someone else was missing.

Adult Gwen: "Hey, where's Grandpa?"

Just then, the two heard a familiar voice coming from the right.

Grandpa Max: "Over here…"

They turned to the right and saw their grandfather at the busted doorway catching a breath. He looked up to them and smiled knowing he found them.

Grandpa Max: "Huff… Huff… You know… You should've at least wait for me. I'm not getting any younger."

The two looked at their grandfather and couldn't help but to laugh about it. He approached the two and checked to see if his granddaughter was all right.

Grandfather Max: "Gwen, are you okay? Are you hurt?"

Gwen looked up to her grandfather and told him she's fine.

Adult Gwen: "I'm all right Grandpa. Just a little beaten up is all. Heck, if it wasn't for my cousin here I would've been a goner."

Cannonbolt looked at her cousin and smiled at the thought. Grandpa smiled as well and was relieved that Gwendolyn was in one piece. But then he looked around and wondered what happened to the other woman.

Grandpa Max: "Hey, what happened to Charmcaster? Is she around?"

Ben turned to him and told him what happened.

Cannonbolt: "Oh her? She was going to kill Gwen. I was able to knock her out before she got the chance in killing her."

Gwen got up and told the two that they weren't finished yet.

Adult Gwen: "Well, we can't leave now. I still need to get the book that she still possess in her hands."

Grandpa Max: "Then we better find her and get that book quick. Where is Charmcaster by the way?"

The alien then pointed to the direction of where the sorceress was and answered his grandfather's question.

Cannonbolt: "Last time I checked, I knocked her out and she flew through the debris of chairs and tables. She must be underneath all that mess."

Max looked at that direction and saw the huge mess of chairs and tables.

Grandpa Max: "Lets check it out."

The two approached the mess while Gwen stayed behind and recover from the pain. The two got closer to the ruble and was about to uncover it. But then, they noticed something pink glowing underneath it. Before they could react, the strange energy exploded and sent both the debris and the Tennysons flying. Gwen watched it all go down and was in a panic frenzy.

Adult Gwen: "Ben! Grandpa!"

She rushed in to help them only to get hit by a pink hex out of the smoke. She fell to the floor and skidded to a stop, shaking her head from the wooziness. As she was trying to get up, she noticed both her cousin and grandfather levitating in the air with pink rings around their mid sections. She was going to save them until she heard a very familiar voice.

Charmcaster: "Uh uh. I wouldn't do that if I were you."

She looked down and spotted Charmcaster, who managed to survive the onslaught of Ben's alien. She was a complete wreck, from her tattered clothes to her messed up hair. Parting a bang out of her face, she smiled and wicked smile and had an expression of a sour puss.

Charmcaster: "This is getting really boring Gwen. Did you really think that you would beat me with your second rate magic? Don't make me laugh. I've been raised by a family of sorceress, my uncle taught me all that is dark magic, and I have perfected any known spell imaginable. And what do you have? Just my spell book with a few basic tricks. How pathetic…"

Gwen got up and was going to attack her head on. But just as she was going to do that, Charm decided to stop her with another hex. Her expression quickly changed from sour to angry as she spat to the young woman.

Charmcaster: "Don't interrupt me! Here let me keep you down."

With on flick of her wrist, pink cuffs appeared on Gwen's hands and feet and they pinned her down on the floor. She tried to get out but they were much stronger then the cube prison she created. Charm looked down at her and chuckled for a bit before she could explain.

Charmcaster: "Magical cuffs, design to keep you down until I say so. Now as I was saying… You got nothing compared to me. I'm fast, clever, and skilled better then you. And now that I have the spell book you and your family helped me get I now can do anything better. But first thing's first, I'm going to get rid of that little annoyance that has been pestering me for two months. You."

She approached the young Tennyson and held a hex at the palm of her hand. She was going to fire on her as Gwendolyn closed her eyes and realized that the end was going to come. But then, Charm changed her mind and the hex disappeared completely. She got up and smirked, thinking of something else.

Charmcaster: "You know what? I don't think that killing wouldn't be enough. If I am going to enjoy this, I decided to move on to the next best thing."

Slowly she looked up and saw Ben and Max levitating into the air entrapped by the rings. Gwen noticed that too and knew what she was going to do.

Adult Gwen: "No… No. You can't. You must not."

Charmcaster: "Oh but I will. I've been waiting to get my revenge on you for so long. But… It is your family that got involved with my uncle. So I think it's wise that they would suffer just like you."

Gwen growled under her breath and knew that was something she didn't want to happen.

Adult Gwen: "If you lay one finger on them, I'm going to-"

Charm turned to the trapped woman and spat back.

Charmcaster: "You will do what? You are stuck on the floor, trapped in my magic, which is more powerful then yours. You can't go anywhere. And just to make sure you don't do anything stupid…"

She raised her hand up as her fingers sparked around. With one swift move she pointed her hand to her and pink lightening came out of it and electrocuted the young Tennyson. She screamed out in complete pain and was passed out in an instant. Now it didn't actually kill her, it just made her go into an unconscious state. Both Ben and Grandpa Max witnessed this and were scared by it.

Grandpa Max: "Gwen, NO!"

Gwen moved a little bit and groaned in agony, but she was too knocked out to even react to anything. The sorceress just looked her down and shrugged her head.

Charmcaster: "Now stay down."

With Gwen out of the way, Charm moved on to the other two and told them that she's fine.

Charmcaster: "Don't worry about her. I just gave her enough juice to put her out. She's alive, for the moment. But it won't be the same for you."

She slowly walked towards the two in the air and spins her wrist around so she could feel her bones cracking to position. Looking at her hand, she started to wonder what to do.

Charmcaster: "Now what shall I do with the two of you? There are so many options and yet there is so little time."

Ben, still as Cannonbolt, squirmed a little and was trying to escape. Yet he still was posing some serious threats.

Cannonbolt: "Keep thinking… That will give me enough time to get out and beat you senseless!"

He continued to thrash about but he was still locked up tight in the air. Charm just watched on and was enjoying this little show.

Charmcaster: "Don't waste your energy. Those rings I placed are impossible to break. Not even any of your aliens will be able to get out of there. Let's see…"

She opened her magic bag and checked to see what she can use. What she didn't know was the Gwen was still stirring, but something was bound to happen, something very bad. As she was regaining conscious, her mind was fully active and filled with millions of thoughts. Her mind was screaming out, telling her to save her family and defeat Charmcaster, about what happened if she fails, what would happen if she dies, just about everything. If kept repeating in her head over and over and over again until she suddenly snapped. Her eyes were forced open and they were glowing purple and she was slowly getting out with her new powers, which were slowly emerging. As that was going on, the young sorceress took out a sword with purple marking on the blade. She held in into position and it started to glow pink. She looked at the sword and smirked to herself.

Charmcaster: "Yeah… This should do it."

She looked up to the two and told them about this sword.

Charmcaster: "This sword I got in my possession was given to me by a late relative of mine a long time ago. Now it can cut people of course, but there is something else it can do. Not only does it kill people, it takes their souls away and entraps them forever. A very useful weapon when dealing with revenge. Now who should I kill first? Oh I know! You…"

She waved her hand and lowers the alien down to her level. Max didn't know what to do as he called out his grandson's name.

Grandpa Max: "Ben!"

Once he was in Charm's level, the sorceress approached him and was going to finish him up.

Charmcaster: "Since you were a pain to my Uncle's side, I think I'll start you off first. Now then, anything to say before I end you?"

Ben thought this one through until he came up with a quick comeback.

Cannonbolt: "Yeah, I got one. Let's hope that sword of yours can penetrate my hard shell!"

The sorceress cocked an eyebrow, thinking it has to be some sick joke. But she brushed that aside and lifted her sword up in the air. She was going to end Ben's life until she heard a very familiar, yet very bizarre voice.

Adult Gwen: _**"Don't you dare hurt my cousin!"**_

Charmcaster was completely startled by this and turned around to see what she heard. What both she and the Tennysons saw was completely baffling. There stood Gwendolyn who manage to free herself from Charm's magical cuffs with her eyes deep purple and a purple lining around her body. The young sorceress was shocked and didn't know what to say.

Charmcaster: "Wha… But… How were you able to get out of that? My powers are much stronger then yours! Unless…"

She looked at her closely and noticed something completely off. Normally, Gwen wouldn't use all her powers cause she might loose it. But now it was something completely different. It was almost like the young woman is accepting her new powers and wanted to use them to protect her family. Even if it means if she's risking her entire life to do so. Charm kept starring at her and found out what she was doing, giving herself a devilish smile.

Charmcaster: "Oh… Now I see. You decided to use your full powers against me. This should be interesting."

Gwen slowly approached the sorceress and was threatening her once again.

Adult Gwen: _**"Maybe you didn't here me. Release my cousin right now or you will suffer the consequences!"**_

Charmcaster thought about this and couldn't decide whether to end Ben or continue fighting with Gwen. After much debate, she came to a conclusion and decided to fight her arch nemesis.

Charmcaster: "All right then. Let's see what you got."

She flicked her wrist and sent Ben crashing into the wall behind her, letting him go through chairs and tables in the process. Gwen witnessed this with her own two purple eyes and just about had it with her. She slowly levitated off the ground and was floating in the air. While in the air, she waved her hands and multiple chairs and tables were covered in a purple energy and were lifted up off the ground, surrounding the young woman. With all the inanimate objects surrounding her, brought her hands down and threw them all at the sorceress. Charm cracked her neck and lifted her hand up to create a pink bubble shield to prevent any objects from hitting her. Once they were all gone, she removed the shield and jumped up high in the air to attack the Tennyson with her sword. She was going to go a full on head slice to her until Gwen flew out of the way and avoided the incoming attack. Charm missed her and stopped in mid air floating above the floor. Looking right at the woman, she got upset and went for another attack. The moment she attacked, Gwen waved her hands and formed a shield to protect her from any known strikes. The sorceress started to slash away on the shield, but it proved to be too strong for her to penetrate. The Tennyson looked on and was liking where this was going. So she decided to pull off something crazy, she focused her power on her shield and it began to glow brighter and brighter by the second. In an instant the shield glow bright enough that it would deflect anything that's in its way, including sharp weapons. Charm just had enough and was about to pull a forceful blow on the shield. But the moment the sword hit the shield; it deflected the weapon back and sent her flying in the air. She immediately stopped and was prepared for round two. However, Gwen prevented that by throwing the shield right at her. The shield connected to her and shattered in a forceful blow. The sorceress felt the impact and was hurt, letting the sword fly out of her hand and falling to the ground. Charm looked down at the sword and needed to get it back. At the same time, she realized that she still needs to fight her enemy. She looked up and saw Gwen flying towards her, but that didn't surprise her. What surprises her was that her body was glowing brighter then ever. The Tennyson approached the sorceress and did some on air karate on her. Gwen did a couple of kicks while Charmcaster blocked them all as much as she could. But then, Gwen did a sneaky move as she gave the sorceress a high roundhouse kick. When Charm ducked low to avoid the kick, Gwendolyn found an opening and used her other foot to give her a straightforward kick. Charm was hit in the face and sent her flying down to the ground. Gwen, on the other hand, didn't want to finish like that. She tightens her fist and it glowed purple. Lunging it forward, she formed a huge strip and it was heading straight to the woman, wrapping it around her. As she felt it around her Charmcaster tried to get out of it but the strip was too tight to escape. Smiling very evilly, she spinned her body around and sending Charm flying all over the place. She kept smashing to walls and through furniture and she had very little control of getting out. There's even one time that the she hit Grandpa Max that was still held prison on the floating ring. Upon getting hit, Max fell to the floor and landed with a loud thud. He skidded to the floor and smashed right through some tables. The moment he landed on the ground, the ring faded and he was free for the moment. The moment he got up and rubbed from the pain, he looked up and saw Gwen attacking Charm and doing a fine job on it. But he noticed that were powers were growing by the second. He fears that if her powers overload, then there would be problems, terrible problems. Afraid of what's bound to happen, he looked around to find Ben, but couldn't find him anywhere.

Grandpa Max: "Ben? Ben, where are you?"

As he kept on searching until he heard a familiar alien voice.

Cannonbolt: "I'm here grandpa. You don't have to yell."

Max turned to the direction of the voice and saw Ben still in his Cannonbolt mode, shaking the effects of the throw. The former Plumbers member saw this and rushed to his side to make a quick checkup.

Grandpa Max: "Ben, are you hurt?"

The alien rubbed the back of his shell and was a little dazed of what happened.

Cannonbolt: "Yeah, I'm good. Thank goodness my hard shell comfort the impact. What happened?"

Just as he said that, Charmcaster came down and was slammed to the ground. The two turned around and saw the sorceress struggling to get up. Upon observing that, they both looked up and saw Gwendolyn floating high in the air, with her body white as a ghost. Max kept starring and realized what's Gwen doing. From what he could understand, Gwen's body is slowly taking form of an Anodite and the more she kept on using her powers, the harder it will be for to control them. Ben and Charmcaster however, didn't know that as the sorceress got up and looked in the air to see Gwen floating in the air. Looking right at her, Charm couldn't take this anymore and does something completely stupid.

Charmcaster: "Oh that's it! I have had it with you! If I'm going down, I'M TAKING YOU WITH ME!"

She placed her hands to the front of Gwen and fires a powerful ray of pink energy right at her. Gwen did the same and fired a purple beam with one hand right at Charm. Both beams hit and created a minor burst of energy in between. This led to another tug of war between the two as the beams went back and forth for a short period of time. Max kept watching the battle and fear that if Gwen uses her beam to finish Charmcaster off, its going to do more then defeat her. He quickly turned to his grandson and asked for a favor.

Grandpa Max: "Ben, I might need your help. How hard is that plating on you?"

Cannonbolt cocked an eyebrow and wondered about that question.

Cannonbolt: "Uh… Why do you want to know?"

Grandpa Max: "Just trust me on this one!"

The two ladies continued to wrestle with their powers and were trying their best to get the better of each other. Charm used all of her full power to push her pink beam closer to her desired target. Gwen tried her best to hold it off but it continued to grow stronger and stronger at the pink beam nearly reach her hands. The sorceress looked on and knew she was close to victory.

Charmcaster: "See Gwen? What I tell ya. No matter how hard you try, I'm still the most powerful sorceress around here."

Gwendolyn was getting to frustrated about this and just about had it with the woman. That was when her powers reached its peak and her true form was revealed. Her body was now completely purple with white eyes and her hair went white while separated ways and waved violently. With her form completed, she started to say something that will ultimately end this battle.

Adult Gwen: _**"You want power? HAVE A TASTE OF THIS!"**_

She focused all of her powers on her beam as it started to glow incredibly bright. Within seconds, her beam pushed forward and slowly approached the sorceress. Charm suspected this and used all of her own power to push back, but there was a problem. Apparently, Gwen's had become so powerful, it even surpasses her own. She was shocked and didn't know what to do.

Charmcaster: "No… It can't be! IMPOSSIBLE!"

The purple beam flew fast and destroyed the enemy's own beam of light. The beam went straight to Charmcaster, giving her little to no time in avoiding the attack. In fact, the only thing she could do is scream in total defeat.

* * *

Outside, the cottage, everything was completely quiet, that was until something unexpected happened. Within seconds, the cottage completely exploded with a stream of purple energy and sending debris flying just about everywhere. In fact, the light was so bright that even an entire state could see it. But the moment the light appeared, it faded away, leaving nothing up a crater of where the house used to be. Within the crater, the only thing that was left was nothing but chunks of wood, torn furniture, and other unknown materials. No one would survive a blast like that. Well almost no one. In what use to be the ballroom, a part of the debris began to move on its own and exploded out. Coming out of the rubble was none other then Cannonbolt with Grandpa Max being covered. During the whole event, Cannonbolt turned his back to the fight and hugged his grandfather to prevent him to being destroyed by the blast. Not to mention to protect him from the falling debris all around them. Once that mess was over, the alien let go of the former Plumber's member and checked to see if he's in one piece.

Cannonbolt: "You okay Grandpa?"

Max rubbed the back of his head and was glad he is in one piece.

Grandpa Max: "I'm all right Ben. Just a little banged up, but I think I'll made it."

The alien smiled and knew that his grandfather will survive. While he was sighing in relief, the Omnitrix symbol started to beep red and in moments, a red light engulfed him. Max covered his eyes and waited for the light to fade away. The moment it faded, he uncovered his eyes and saw Ben back to his human self, looking at his watch and took a breather.

Ben: "Phew… Good thing it didn't time out before the explosion or we could've been goners from the start."

Once that was all over with, Ben started to look around and noticed something was missing.

Ben: "Um… Have you seen Gwen?"

Grandpa Max had her eyes wide and found out that Gwen was responsible for this. He too searched the place to see if she was still around. After much looking, he finally around her and pointed to the left.

Grandpa Max: "Over there!"

Ben turned to that direction and saw his cousin lying on the ground and not moving. The boy's eyes grew wide and feared the worse.

Ben: "GWEN!"

Ben ran towards the body while his grandfather followed behind. Once the two approached her, they both took a look at her. Apparently, she returned back to her original self, with her clothes in tatters and her hair a complete mess. Max got down and placed two fingers on her neck to see if she had a pulse while Ben was by his side.

Ben: "Well Grandpa, anything?"

His grandfather removed both his fingers and sighed to himself.

Grandpa Max: "Well, she still has a pulse. That's a good thing. But she must've used too much power that she blacked out."

Ben looked at her and was lucky that she was alive, but she was sleeping away after a fight like that. He kneeled close to her and told her quietly to wake up.

Ben: "Gwen, I know that you can here me. Please get up. I don't to have my summer vacation quiet without you annoying me. Please get up."

The two waited for their family member to move but still there was no sign of anything happening. After a few minutes of waiting, Gwen's eyes slowly opened and saw both her cousin and grandfather.

Adult Gwen: "Hey guys… What happened?"

Both Tennysons saw her waking up and smiled, knowing that she is going to be all right. But then they noticed that she was a little confused as she sat up.

Adult Gwen: "Whoa! What happened to this place? Looks like its blown to smithereens!"

The two looked at each other and wondered if she remembered everything. Ben then looked at her and asked her what happened.

Ben: "You don't know what happened?"

The young woman lowered her head and thought about what happened to her.

Adult Gwen: "All I remember was Charmcaster striking me with her lightning bolts and then everything else is a blur. What did I miss?"

The shock was in their faces and couldn't believe she have forgotten something like that. So Ben told her what just occurred moments ago.

Ben: "What you miss? You used your full power to defeat Charmcaster!"

Gwen's expression was shocking and couldn't believe this. She then remembered about Charm and checked the area to find her.

Adult Gwen: "Wait, what happened to Charmcaster? Is she around?"

Max looked around and noticed she wasn't around.

Grandpa Max: "Don't know. Don't see her anywhere. Pretty sure that after the blast she must've disappear or you destroyed her. Whatever the case, you manage to defeat her."

Gwen lowered her head and couldn't believe it. She managed to defeat her own nemesis without even her knowing it. She then realized something else and checked the destroyed place again.

Adult Gwen: "The book! The spell book! Where is it?"

Both Ben the Max could tell she's in a panic frenzy. The two then helped her looking around the destroyed area as well. They kept on searching until Ben spotted a book near where Charmcaster used to be.

Ben: "I see it. Right over there!"

Gwen turned to the direction of where her cousin was pointing to and found the very book Charm took from her. Crawling on her hands and knees, she reached the book and finally picked it up. Starring down at it, she smiled and hugged it as tight as he could. She now has the book in her possession and could finally reverse the spell she cast upon herself in the first place. As she was enjoying her moment, Max approached her and told her that they need to leave.

Grandpa Max: "Gwen, we should get going. The blast you made might have alerted the authorities to here. Let's hurry."

Gwen looked up to him and nodded in agreement. She was about to get up but she was still weak from the fight as her knees began to buckle. So the former Plumber's member carried her over her back as the family left the ruined mansion and retraced their steps back to the Rustbucket. While they were escaping, they didn't notice a hole that was in the spot where Charmcaster once stood. Could it be possible that Charm is still alive?

* * *

**Rest assure folks, the last few sentence I state is that the sorceress is still kicking. Something to match the Alien Force season. Anyways, this ends the twelfth chapter of the story. But be sure to stay tune to the last chapter, and believe me, it's going to be a quickly. Please Review.**


	13. Back to Normal, Almost

**Finally! After a couple of years in working on this, I'm finally finished with this story. Man this was a fun thing I did. And yes I almost got stuck in the middle about how to reverse Gwen's spell, but I've managed to put it all together. All in all, it was an interesting story I've put together and I hope that you readers enjoy reading it. Now for the last time, let's check out what people are saying from the last chapter. So the hit counter is up to 88 hits and I have three reviews. Actually, It's just two reviews. Apparently, Poncible must've sent the review twice without knowing it or something. Guess that kind of happens when you sending a review. And Twikadevra, like what you think of the last chapter and FYI, didn't know that you were a girl because there was no gender thing on your profile. Someone in Fanficiton should really update that so that way people won't get confused. Now that that's out of the way, it's time to finish this story up with the last short chapter. Now I'm not going to give you any information about this one since this is the last chapter and the final battle was over in the last chapter. All I will let you know is that the spell was reversed and a heart was broken. Enjoy!**

**Disclaimer: I don't own Ben 10.**

* * *

Chapter Thirteen: Back to Normal, Almost

_'In recent news, a huge explosion has been reported in a forest somewhere near the city of Louisville, Kentucky. Campers and residents heard the blast and called the fire departments the moment they witness fire coming out through the woods. The moment the fire squads headed to the fire, they noticed what appears to be a mansion hidden within the forest. No one knows how a big cottage was doing in the middle of nowhere or why it was hidden for so long. What we do know so far was that this mansion suffered a horrendous explosion and it was caused by either a gas leak or a fire of some kind. An investigation is still underway.'_

In the trailer park at a town close to the city, the Rustbucket was parked within the mess of trailers. In the RV, both Ben and Grandpa Max watched the television and as the news reporter talked about the fire in the destroyed mansion they were in. They were surprised that they didn't find any proof that they were in there nor word of Charmcaster's body. Ben just pounds his fist to the table and couldn't believe it.

Ben: "Are you serious? We've been through all that and they didn't say they found Charmcaster? This is just ridiculous!"

Max sighed to himself and rubbed the temples on his head in aggravation. He then relaxed himself and decided to let this one slide.

Grandpa Max: "Well at least we know that she's still alive. But judging by the fight and the blast, it would take her a long time before she could recover from that ordeal."

With that, Ben got up and started to make himself feel a little more confident.

Ben: "Well if she ever comes back to attack us, you know that I will be ready to take her down!"

He pointed to himself and had that cocky smile on his face. But then, he heard a voice of a very familiar person.

Gwen: "Don't be too sure of that you brain dead dewfus."

He turned behind him and saw Gwen sitting down reading her new spell book. After getting out of the cottage, Gwen used her spell book and found the reversal spells to get back to normal. Now she's back to her old age with her short orange hair, blue tight T with a cat icon imprinted on it, white Capri pants, and slip on shoes. As she was reading, Ben approached her and was a little curious.

Ben: "I still don't understand why your reading this one when you haven't finished with the other."

Gwen peered her eyes upwards and told him why.

Gwen: "Well, after what happened at the mansion, I think it's wise to learn more of these spells and see if I could control those powers. After all, I need to be extra careful with those new spells. You remember what happened to me with the reversal spell."

Ben cocked an eyebrow and had a smirky smile on his face.

Ben: "Oh yeah… I remember that all too well."

* * *

_Flashback…_

_The moment they got back to the RV and drove away before they get into any trouble, Gwen placed the new spell book on the floor after she found the reversal spell that could revert her to her old self. As she was getting ready, Ben and Max looked down at the book and wondered if that's going to work._

_Ben: "Uh… You're sure this is the right one?"_

_The older Gwen looked at them and told them for the millionth time._

_Adult Gwen: "Yes. I've already told you. I've been looking through this book and spotted the spell that would reverse my condition."_

_Ben: "And you sure this is safe."_

_Adult Gwen: "Please… If it was too dangerous to cast, whoever wrote it shouldn't have put it in the first place. Besides, I should know."_

_Benjamin rolled his eyes around and reminded her what happened the last time._

_Ben: "Yeah… Just like what happened when you wanted to get more powerful and in the end grown into a young woman with out of control powers."_

_Gwendolyn looked at her cousin and gave him a deep glare. But she quickly went back to her new book and prepared for the spell._

_Adult Gwen: "All right, here goes nothing."_

_She took a deep breath and was about to begin. But then, she looked up and saw both her cousin and grandfather standing there watching. A little nervous, she looked at them and told them to leave._

_Adult Gwen: "Um… Maybe you guys should let me do this privately. I don't want anything bad happening to you."_

_The two looked at each other and decided to stay put._

_Grandpa Max: "No. We are going to stay here and make sure that everything is okay. If things go wrong, we have to intervene just in case."_

_Ben: "Grandpa's right Gwen. If anything bad happens, we need to make sure that this spell doesn't make your condition a whole lot worse."_

_Gwen sighed to herself and knew this would be inevitable._

_Adult Gwen: "Okay, fine… But it's going to be your funeral."_

_She then went down in an Indian position and slowly began chanting her words._

_Adult Gwen: "Kada Atoi Nanu Upa. Marpatche Targasha Workuca Chu. Taka Nani Ayushova. Atoic Reversa Revetaku!"_

_As soon as she said those words, blue powder like magic came out of the book and surrounded the young woman. Within moments, she was levitating in the air as the powder consumed her entire body. Max and Ben watched on as they notice their family member change right before their eyes. They watched on as her body started to get smaller and younger. Down through her teens she went as her body eroded, her breasts shrinking by cup sizes, her hips and hourglass figure flattening, her hair shortening, muscles loosing tones, and her face becoming childish. She then went into a reverse puberty as all the things that would've made her a woman vanished without a trace. She continued to get younger and younger until she is back to her old age. When the changes were finished, she lowered to the ground and the magical powder disappeared. With the spell finished, she slowly opened her eyes and looked at herself. Upon observation, a smile crept up her face as she realized that the spell was a complete success._

_Gwen: "Oh my god! I can't believe this! It actually worked! I'm back to my old self! Can you believe it?"_

_She turned around in a circle and looked at her family. But by doing that, she noticed them starring at her. Confused, she asked them what they were doing._

_Gwen: "Uh, why are you looking at me like that?"_

_The two remained silent until her grandfather spoke up._

_Grandpa Max: "Well Gwen… Maybe you should've change your clothes or put on a towel or something."_

_Gwen: "And what does that suppose to mean…"_

_Slowly, she looked down and soon realized what happened. Apparently the clothes she had on when at the mall didn't mimic her transformation back to her old self. Her white cropped skinny jeans and high cut panties were pooled around her on the floor and her 3-inch heels were too big for her small feet. Her long sleeve, dark blue T-Shirt was too big for her with her sleeves fully covering her hands and her bra was dangling over her non-existing breasts. She also notices that the shirt barely covers her private area, as she turned completely red in the face. She immediately looks up and covered herself, screaming at the top of her lungs. She immediately darted to the small bedroom and had a loss for words._

_Gwen: "DON'T LOOK AT ME!"_

_She immediately closed the curtains and tried to dress up in her old clothes. While she was doing that, both Ben and Grandpa Max looked at each other and thought that was unexpected. But Ben, being the annoying and somewhat rude one had a smile on his face and liked the end result._

_Ben: "That's so cool!"_

_Max looked at his grandson and smacked him in the back of the head. Ben felt the hit and rubbed it feeling a bit of pain._

_Ben: "Ow… What was that for?"_

_End Flashback…_

* * *

Gwen looked at Ben with her eyes glaring and remembered that moment oh so well. Ben just did a quick stare and twiddles his thumbs slowly.

Ben: "What? I said I was sorry."

The young girl cocked an eyebrow and didn't believe him.

Gwen: "Sorry? You thought that was funny with me and my big clothes! Heck, I thought you were going to take a picture of me after the spell and probably send it to your friends or something!"

Ben shrugged his shoulders and didn't remember that.

Ben: "I don't recall that."

There was a bit of silence until Gwen gave that a rest and stretched a little bit.

Gwen: "Oh well… At least this whole nightmare is over. All that new magic really took a toll on me. Speaking of which…"

She turned to her grandfather and asked him about what happened back at the cottage.

Gwen: "Hey Grandpa. What happened to me back there? I could've sworn my body felt like it was on auto pilot and there was something else. Some type of magical force that I couldn't explain. In fact, I don't think it was anything close to magic. I think it was something different. Something… Alien. Do you know anything about this Grandpa?"

Max's eyes were wide and soon realized that she was figuring something out. When he heard the word, _'Alien'_ he knew that she was getting closer to the truth. Being that she might be half Anodite, she would ask a few more questions of her existence, where she came from, and preferably her grandmother. He had to think of something and fast before she starts pestering him about it. Finally, he came up with an idea and told her at her face.

Grandpa Max: "Don't know. Maybe it's something to do with the overloading of magic. I mean you kept all that power in you the whole it must've came out the moment to got knocked unconscious."

Gwen cocked an eyebrow and somehow believed him.

Gwen: "Oh…"

She lowered her head and felt a little defeated at this point. The former Plumbers member noticed this and decided to reassure her something.

Grandpa Max: "Hey, don't beat yourself up on this. You're back to normal and your magical powers are in complete control. Not to mention that you have yourself and new spell book to look into. Who knows, once you get older, you can use that book to help control your powers better."

Gwen looked at him and thought he was right. She's back to normal as well as her magic. And with her new book, she might be able to control her powers in the near future.

Gwen: "Guess your right Grandpa."

Ben decided to intervene and told her something that would be a long living lesson.

Ben: "So Gwen. I hope you learned your lesson from all of this."

Gwen looked at her cousin and knew what he wanted her to say. At the same time, there was a knock on the door of the RV. Max wondered who was at the door and decided to answer it. As he was doing that, Gwendolyn put her hands behind the back of her head and was relaxed.

Gwen: "You bet I have. Never use your spells without suffering any consequences and never jump to anything dangerous. From now on, I'm going to take things slow with my spells."

She heard the door opening and her grandfather talking to someone.

Grandpa Max: "Oh, good afternoon. Can I help you?"

Gwen thought that was normal until he heard a very familiar voice.

Jason: "Um, yes hi. I'm looking for Gwen Tennyson. Is she in here?"

Her eyes opened wide and realized who it was. She quickly got off her seat and rushed to the door. Ben just watched on and was a little confused this time.

Ben: "Uh, Gwen? Where are you going?"

She ran close to the entrance and noticed her grandfather talking to the person she met at the mall. He started to talk to the man.

Grandpa max: "Erm… Sure. She's-"

Gwen can't let Jason know the truth cause if he finds out, she'll be in big trouble. Quickly, she pushed Max aside to intervene with the conversation and faced her crush for the first time in her old self.

Gwen: "Hi."

Jason looked at her and little confused and responded back.

Jason: "Hi. Erm… Who are you?"

Gwendolyn blinked a few times and had to figure out how to approach this. After thinking this through, she came up with an idea.

Gwen: "I'm Gwen's younger sister. Verdona. Gwen told me a lot about you. So nice to finally meet you."

Jason rubbed the back of his head and chuckled to himself.

Jason: "Gee, thanks. Never thought Gwen had a little sister. Speaking of which, do you know where your sister is. We were suppose to go on a date today."

Gwen knew that today was the day of the date, but now that she's back to her old self she can't go on a date at all. So trying to get herself out of this, she came up with a really good anecdote.

Gwen: "Ah yeah, well she had to take a plane back home a few hours ago. Apparently she had to go home due to a family matter. Our mother was deeply sick and she had to be there to take care of her. She won't be able to return for a number of months."

Jason heard all that and couldn't believe any of it. She and him were supposed to go on a date today and now it all changed in a day. Now his heart broken and he didn't know what to do.

Jason: "Oh man… Didn't know any of this happen. Why didn't she call me about this soon?"

Gwen shrugged her shoulders and started to ease him.

Gwen: "Well, let's just say she didn't want you to worry about it. That you don't want to get involved in family matters."

Jason lowered his head and felt completely defeated by all of this. The young girl looked at him and could tell that she broke his heart pretty badly. So she sucked it up and told him to not feel completely depressed about this.

Gwen: "Hey, don't get too shocked about this. It was something that came up and you can't change it. The only thing you can do is to move on with your life and not worry about those around you. Who knows, maybe you might meet her again in the near future."

The young man looked at her and had a confused look on his face. It almost sounds like that he heard that type of tone before with the older Gwen. So he asked the girl, who was the real Gwen, something.

Jason: "You know, the way you talk makes you sound like your older sister."

Gwen blinked and realized that as well. So she came up with a way to avoid any more questions.

Gwen: "Yes well, my older sister taught me well. All part of growing up right?"

Jason chuckled and could understand that.

Jason: "I guess you're right. Well, guess I should get going. Tell your older sister I say hi. See ya."

Gwendolyn smiled and responded back.

Gwen: "Yeah, I'll see you too."

And with that, Jason waved goodbye and left the Rustbucket. Gwen slowly closed the door and sighed to herself, knowing that it was going to be a last time she would see him again. She sighed to herself and said something very quietly.

Gwen: "See you in a couple of years I guess."

She then looked up and noticed her grandfather and cousin looking at them strangely. The two remained quiet until Ben spoke up.

Ben: "Who was that? And why did you lie to him?"

Gwen, looked at both of them and smiled, giving them a bit of an excuse.

Gwen: "It's nothing. Just someone looking for their true love. Now if you excuse me, I got to study my new spell book."

She then walked away from the two and headed to the bedroom for some private studying. The two kept starring at their relative and were so confused by all of this. Ben looked at his grandfather and wondered what transpired.

Ben: "Uh, Grandpa? What just happened back there?"

Max looked on and didn't know what to say.

Grandpa Max: "I have no idea."

* * *

And so, the Tennyson's adventure was over. But what they didn't know was that someone managed to escape them and was in hiding. Deep underneath the ruble of Hex's cottage where the authorities and clean up crews are assessing the damage, the young woman was within the caves with many books around her. That person was none other then Charmcaster. She managed to survive the huge blast caused by Gwen and was hiding within the caves for safety. She also managed to grab some books that survived the blast and started to read them. She had almost every book imaginable from portal creation, to absorption, reanimation to teleportation, all the way down to impersonation. Basically, any book she can use to help defeat her worst enemy. She started to read through one of the books while talking to herself.

Charmcaster: "Curse that girl. How dare she treat me like that? That power of hers is too strong even for me. If I'm ever going to beat her, I have to be just as powerful as her."

Just then, a golem came out of nowhere and laid down a few more survived books in front of the sorceress. She was able to control the brute and was lucky that it didn't hurt her on the first go. After reading one of the spells, she lifted her hand up and concentrated hard. After much focus, her hand opened and bursting out of it was a flame of pink light. Looking at the flame, she smiled very wickedly and was enjoying her new ability.

Charmcaster: "Gwen and her family thinks I'm too dangerous? Just wait until they see the new tricks I have in store for them. When I meet up with Gwen again, she would regret the day she tried to defeat me. That's a promise."

She then chuckled lowly until she bursts out with evil laughter. She will have her revenge and when that happens, she's going to make Gwen sorry for what she did to her.

* * *

**And with that, this story of Gwen Tennyson, All Grown Up has come to a close. Man this was a pretty interesting story I've put together. Though I got to admit, this one was the most complicated one as well. All the other stories I did have plots and stuff that I already come up in my head. This one however, I almost got stuck in the middle of the story and didn't know what to do. Thank goodness I came up with something thanks to you readers. Your ideas gave me one of my own and I'm thankful for it. Otherwise, I would be on a temporarily hiatus in a few months. At least I'm finished with this story. I've got another story I'm going to finish soon so that means I'm on a freaking roll. I hope everyone has enjoyed this story as much as I did writing it. Please Review and have a great day.**


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